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Commission File Number
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Registrants; State of Incorporation; Address; and Telephone Number
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I.R.S. Employer Identification No.
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1-11607
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DTE Energy Company
(a Michigan corporation)
One Energy Plaza
Detroit, Michigan 48226-1279
313-235-4000
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38-3217752
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1-2198
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DTE Electric Company
(a Michigan corporation)
One Energy Plaza
Detroit, Michigan 48226-1279 313-235-4000 |
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38-0478650
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DTE Energy
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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|
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(Do not check if a smaller
reporting company)
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Emerging growth company
o
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DTE Electric
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller reporting company
o
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|
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(Do not check if a smaller
reporting company)
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Emerging growth company
o
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Registrant
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Description
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Shares
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DTE Energy
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Common Stock, without par value
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179,390,286
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DTE Electric
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Common Stock, $10 par value, directly owned by DTE Energy
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138,632,324
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Page
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AFUDC
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Allowance for Funds Used During Construction
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AGS
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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.
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ANPR
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Advanced Notice of Proposed Rulemaking
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ASU
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Accounting Standards Update issued by the FASB
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CCR
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Coal Combustion Residuals
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CFTC
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U.S. Commodity Futures Trading Commission
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CON
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Certificate of Necessity
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DTE Electric
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DTE Electric Company (a direct wholly-owned subsidiary of DTE Energy) and subsidiary companies
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DTE Energy
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DTE Energy Company, directly or indirectly the parent of DTE Electric, DTE Gas, and numerous non-utility subsidiaries
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DTE Gas
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DTE Gas Company (an indirect wholly-owned subsidiary of DTE Energy) and subsidiary companies
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EGU
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Electric Generating Unit
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ELG
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Effluent Limitations Guidelines
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EPA
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U.S. Environmental Protection Agency
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Equity units
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DTE Energy's 2016 Equity Units issued in October 2016, which were used to finance the October 1, 2016 Gas Storage and Pipelines acquisition
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FASB
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Financial Accounting Standards Board
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FERC
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Federal Energy Regulatory Commission
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FOV
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Finding of Violation
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FTRs
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Financial Transmission Rights are financial instruments that entitle the holder to receive payments related to costs incurred for congestion on the transmission grid.
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GCR
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A Gas Cost Recovery mechanism authorized by the MPSC that allows DTE Gas to recover through rates its natural gas costs.
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GHGs
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Greenhouse gases
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MDEQ
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Michigan Department of Environmental Quality
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MGP
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Manufactured Gas Plant
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MISO
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Midcontinent Independent System Operator, Inc.
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MPSC
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Michigan Public Service Commission
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MTM
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Mark-to-market
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NAV
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Net Asset Value
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NEXUS
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NEXUS Gas Transmission, LLC, a joint venture in which DTE Energy own a 50% partnership interest.
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Non-utility
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An entity that is not a public utility. Its conditions of service, prices of goods and services, and other operating related matters are not directly regulated by the MPSC.
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NOV
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Notice of Violation
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NO
X
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Nitrogen Oxides
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NRC
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U.S. Nuclear Regulatory Commission
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Production tax credits
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Tax credits as authorized under Sections 45K and 45 of the Internal Revenue Code that are designed to stimulate investment in and development of alternate fuel sources. The amount of a production tax credit can vary each year as determined by the Internal Revenue Service.
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PSCR
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A Power Supply Cost Recovery mechanism authorized by the MPSC that allows DTE Electric to recover through rates its fuel, fuel-related, and purchased power costs.
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REF
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Reduced Emissions Fuel
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Registrants
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DTE Energy and DTE Electric
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Retail access
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Michigan legislation provided customers the option of access to alternative suppliers for electricity and natural gas.
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SGG
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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.
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SO
2
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Sulfur Dioxide
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TRM
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A Transitional Reconciliation Mechanism authorized by the MPSC that allows DTE Electric to recover through rates the deferred net incremental revenue requirement associated with the transition of City of Detroit's Public Lighting Department customers to DTE Electric's distribution system.
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VIE
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Variable Interest Entity
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Units of Measurement
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Bcf
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Billion cubic feet of natural gas
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BTU
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Heat value (energy content) of fuel
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MMBtu
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One million BTU
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MWh
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Megawatthour of electricity
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•
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impact of regulation by the EPA, 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;
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•
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the amount and timing of cost recovery allowed as a result of regulatory proceedings, related appeals, or new legislation, including legislative amendments and retail access programs;
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•
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economic conditions and population changes in the Registrants' geographic area resulting in changes in demand, customer conservation, and thefts of electricity and, for DTE Energy, natural gas;
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•
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environmental issues, laws, regulations, and the increasing costs of remediation and compliance, including actual and potential new federal and state requirements;
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•
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health, safety, financial, environmental, and regulatory risks associated with ownership and operation of nuclear facilities;
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•
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changes in the cost and availability of coal and other raw materials, purchased power, and natural gas;
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•
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volatility in the short-term natural gas storage markets impacting third-party storage revenues related to DTE Energy;
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•
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impact of volatility of prices in the oil and gas markets on DTE Energy's gas storage and pipelines operations;
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•
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impact of volatility in prices in the international steel markets on DTE Energy's power and industrial projects operations;
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•
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volatility in commodity markets, deviations in weather, and related risks impacting the results of DTE Energy's energy trading operations;
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•
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changes in the financial condition of DTE Energy's significant customers and strategic partners;
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•
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the potential for losses on investments, including nuclear decommissioning and benefit plan assets and the related increases in future expense and contributions;
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•
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access to capital markets and the results of other financing efforts which can be affected by credit agency ratings;
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•
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instability in capital markets which could impact availability of short and long-term financing;
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•
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the timing and extent of changes in interest rates;
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•
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the level of borrowings;
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•
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the potential for increased costs or delays in completion of significant capital projects;
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•
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changes in, and application of, federal, state, and local tax laws and their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings, and audits;
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•
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the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers;
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•
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unplanned outages;
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•
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the cost of protecting assets against, or damage due to, cyber crime and terrorism;
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•
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employee relations and the impact of collective bargaining agreements;
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•
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the risk of a major safety incident at an electric distribution or generation facility and, for DTE Energy, a gas storage, transmission, or distribution facility;
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•
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the availability, cost, coverage, and terms of insurance and stability of insurance providers;
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•
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cost reduction efforts and the maximization of plant and distribution system performance;
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•
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the effects of competition;
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•
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changes in and application of accounting standards and financial reporting regulations;
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•
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changes in federal or state laws and their interpretation with respect to regulation, energy policy, and other business issues;
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•
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contract disputes, binding arbitration, litigation, and related appeals;
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•
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implementation of new information systems; and
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•
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the risks discussed in the Registrants' public filings with the Securities and Exchange Commission.
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2017
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2016
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2017
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2016
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||||||||
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(In millions, except per share amounts)
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Operating Revenues
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Utility operations
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$
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1,573
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$
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1,748
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$
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4,714
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$
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4,847
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Non-utility operations
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1,672
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1,180
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4,622
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2,909
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||||
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3,245
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2,928
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9,336
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7,756
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Operating Expenses
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Fuel, purchased power, and gas — utility
|
437
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503
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1,362
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1,482
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||||
Fuel, purchased power, and gas — non-utility
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1,469
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1,034
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3,897
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2,527
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||||
Operation and maintenance
|
566
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|
562
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1,725
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|
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1,620
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||||
Depreciation and amortization
|
258
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|
|
230
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|
|
756
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|
702
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||||
Taxes other than income
|
91
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92
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297
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|
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282
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|
||||
Asset (gains) losses and impairments, net
|
6
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|
|
—
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|
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9
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(1
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)
|
||||
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2,827
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|
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2,421
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|
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8,046
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|
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6,612
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|
||||
Operating Income
|
418
|
|
|
507
|
|
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1,290
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|
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1,144
|
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||||
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|
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||||||||
Other (Income) and Deductions
|
|
|
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||||||||
Interest expense
|
146
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|
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114
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|
|
404
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|
|
341
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|
||||
Interest income
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(4
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)
|
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(3
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)
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(9
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)
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(17
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)
|
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Other income
|
(74
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)
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(51
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)
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(204
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)
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(160
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)
|
||||
Other expenses
|
13
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|
|
12
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|
|
26
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|
|
27
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|
||||
|
81
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|
|
72
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|
|
217
|
|
|
191
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|
||||
Income Before Income Taxes
|
337
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|
|
435
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1,073
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|
|
953
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|
||||
|
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|
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||||||||
Income Tax Expense
|
74
|
|
|
110
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|
|
241
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|
|
243
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|
||||
|
|
|
|
|
|
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|
||||||||
Net Income
|
263
|
|
|
325
|
|
|
832
|
|
|
710
|
|
||||
|
|
|
|
|
|
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|
||||||||
Less: Net Loss Attributable to Noncontrolling Interests
|
(7
|
)
|
|
(13
|
)
|
|
(15
|
)
|
|
(27
|
)
|
||||
|
|
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|
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|
||||||||
Net Income Attributable to DTE Energy Company
|
$
|
270
|
|
|
$
|
338
|
|
|
$
|
847
|
|
|
$
|
737
|
|
|
|
|
|
|
|
|
|
||||||||
Basic Earnings per Common Share
|
|
|
|
|
|
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|
||||||||
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
|
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
|
|
|
|
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
|
|
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
|
•
|
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.
|
|
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
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
Investments in equity method investees
|
$
|
716
|
|
|
$
|
509
|
|
Notes receivable
|
$
|
17
|
|
|
$
|
15
|
|
Future funding commitments
|
$
|
688
|
|
|
$
|
692
|
|
|
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
|
|
|
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
|
|
|
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
|
%
|
|
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.
|
•
|
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.
|
|
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.
|
|
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.
|
|
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
|
)
|
|
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
|
)
|
|
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
|
|
|
|
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
|
|
|
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
|
|
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.
|
|
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.
|
|
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
|
|
|
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
|
|
|
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
|
)
|
|
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
|
|
•
|
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.
|
|
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
|
)
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
|
(In millions)
|
||||||
FTRs — Other current assets
|
$
|
4
|
|
|
$
|
2
|
|
Total derivatives not designated as hedging instrument
|
$
|
4
|
|
|
$
|
2
|
|
|
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
|
)
|
|
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
|
)
|
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,
|
||||||||||||
|
|
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
|
)
|
Commodity
|
|
Number of Units
|
|
Natural Gas (MMBtu)
|
|
1,751,191,598
|
|
Electricity (MWh)
|
|
28,924,416
|
|
Foreign Currency Exchange (Canadian dollars)
|
|
89,049,511
|
|
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.
|
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
|
|
77
|
|
|
DTE Energy
|
|
Various
|
|
Other Long-Term Debt
|
|
Various
|
|
2017
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
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.
|
|
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.
|
|
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
|
)
|
|
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
|
)
|
|
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
|
|
|
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
|
|
|
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
|
|
•
|
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.
|
|
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
|
|
|
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
|
|
|
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.
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
)
|
(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)
|
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
$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.
|
|
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
|
|
|
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
|
|
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
|
|
|
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.
|
|
|
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
|
|
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.
|
Exhibit Number
|
|
Description
|
|
DTE
Energy
|
|
DTE
Electric
|
|
|
|
|
|
|
|
|
|
(i) Exhibits filed herewith:
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer Section 302 Form 10-Q Certification of Periodic Report
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer Section 302 Form 10-Q Certification of Periodic Report
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer Section 302 Form 10-Q Certification of Periodic Report
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer Section 906 Form 10-Q Certification of Periodic Report
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer Section 906 Form 10-Q Certification of Periodic Report
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer Section 906 Form 10-Q Certification of Periodic Report
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer Section 906 Form 10-Q Certification of Periodic Report
|
|
|
|
X
|
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)
|
*
|
This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture.
|
(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.
|
|
|
|
|
|
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.
|
|
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
|
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.
|
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.
|
|
By:
/s/ Edward J. Solomon
|
(Corporate Seal)
|
Name: Edward J. Solomon
|
|
Title: Assistant Treasurer
|
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
|
|
By:
/s/ Valere Boyd
|
(Corporate Seal)
|
Name: Valere Boyd
|
|
Title: Vice President
|
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
|
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.
|
|
PAGE
|
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
|
|
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
|
|
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
|
|
|
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
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
(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
|
|
(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
|
|
(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
|
|
(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
|
|