000093634012/312020Q2FALSE0000028385us-gaap:AccountingStandardsUpdate201802Memberus-gaap:AccountingStandardsUpdate201802MemberP6M1111661111111100009363402020-01-012020-06-300000936340dte:DTEElectricMember2020-01-012020-06-300000936340us-gaap:CommonStockMember2020-01-012020-06-300000936340dte:SeriesC20125.25JuniorSubordinatedDebenturesDue2062Member2020-01-012020-06-300000936340dte:SeriesB20165.375JuniorSubordinatedDebenturesDue2076Member2020-01-012020-06-300000936340dte:SeriesF20166.00JuniorSubordinatedDebenturesDue2076Member2020-01-012020-06-300000936340dte:SeriesE20175.25JuniorSubordinatedDebenturesDue2077Member2020-01-012020-06-300000936340dte:CorporateUnits2019625Member2020-01-012020-06-30xbrli:shares00009363402020-06-300000936340dte:DTEElectricMember2020-06-30iso4217:USD00009363402020-04-012020-06-3000009363402019-04-012019-06-3000009363402019-01-012019-06-30iso4217:USDxbrli:shares00009363402019-12-3100009363402018-12-3100009363402019-06-300000936340us-gaap:CommonStockMember2019-12-310000936340us-gaap:RetainedEarningsMember2019-12-310000936340us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310000936340us-gaap:NoncontrollingInterestMember2019-12-310000936340us-gaap:RetainedEarningsMember2020-01-012020-03-310000936340us-gaap:NoncontrollingInterestMember2020-01-012020-03-3100009363402020-01-012020-03-310000936340us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-03-310000936340us-gaap:CommonStockMember2020-01-012020-03-310000936340us-gaap:CommonStockMember2020-03-310000936340us-gaap:RetainedEarningsMember2020-03-310000936340us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-03-310000936340us-gaap:NoncontrollingInterestMember2020-03-3100009363402020-03-310000936340us-gaap:RetainedEarningsMember2020-04-012020-06-300000936340us-gaap:NoncontrollingInterestMember2020-04-012020-06-300000936340us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-04-012020-06-300000936340us-gaap:CommonStockMember2020-04-012020-06-300000936340us-gaap:CommonStockMember2020-06-300000936340us-gaap:RetainedEarningsMember2020-06-300000936340us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-06-300000936340us-gaap:NoncontrollingInterestMember2020-06-300000936340us-gaap:CommonStockMember2018-12-310000936340us-gaap:RetainedEarningsMember2018-12-310000936340us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310000936340us-gaap:NoncontrollingInterestMember2018-12-3100009363402018-01-012018-12-310000936340srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2018-12-310000936340srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310000936340srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2018-12-310000936340us-gaap:RetainedEarningsMember2019-01-012019-03-310000936340us-gaap:NoncontrollingInterestMember2019-01-012019-03-3100009363402019-01-012019-03-310000936340us-gaap:CommonStockMember2019-01-012019-03-310000936340us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-03-310000936340us-gaap:CommonStockMember2019-03-310000936340us-gaap:RetainedEarningsMember2019-03-310000936340us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-03-310000936340us-gaap:NoncontrollingInterestMember2019-03-3100009363402019-03-310000936340us-gaap:RetainedEarningsMember2019-04-012019-06-300000936340us-gaap:NoncontrollingInterestMember2019-04-012019-06-300000936340us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-04-012019-06-300000936340us-gaap:CommonStockMember2019-04-012019-06-300000936340us-gaap:CommonStockMember2019-06-300000936340us-gaap:RetainedEarningsMember2019-06-300000936340us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-06-300000936340us-gaap:NoncontrollingInterestMember2019-06-300000936340dte:DTEElectricMember2020-04-012020-06-300000936340dte:DTEElectricMember2019-04-012019-06-300000936340dte:DTEElectricMember2019-01-012019-06-300000936340dte:DTEElectricMember2019-12-310000936340dte:DTEElectricMember2018-12-310000936340dte:DTEElectricMember2019-06-300000936340us-gaap:CommonStockMemberdte:DTEElectricMember2019-12-310000936340us-gaap:AdditionalPaidInCapitalMemberdte:DTEElectricMember2019-12-310000936340us-gaap:RetainedEarningsMemberdte:DTEElectricMember2019-12-310000936340us-gaap:RetainedEarningsMemberdte:DTEElectricMember2020-01-012020-03-310000936340dte:DTEElectricMember2020-01-012020-03-310000936340us-gaap:CommonStockMemberdte:DTEElectricMember2020-03-310000936340us-gaap:AdditionalPaidInCapitalMemberdte:DTEElectricMember2020-03-310000936340us-gaap:RetainedEarningsMemberdte:DTEElectricMember2020-03-310000936340dte:DTEElectricMember2020-03-310000936340us-gaap:RetainedEarningsMemberdte:DTEElectricMember2020-04-012020-06-300000936340us-gaap:CommonStockMemberdte:DTEElectricMember2020-06-300000936340us-gaap:AdditionalPaidInCapitalMemberdte:DTEElectricMember2020-06-300000936340us-gaap:RetainedEarningsMemberdte:DTEElectricMember2020-06-300000936340us-gaap:CommonStockMemberdte:DTEElectricMember2018-12-310000936340us-gaap:AdditionalPaidInCapitalMemberdte:DTEElectricMember2018-12-310000936340us-gaap:RetainedEarningsMemberdte:DTEElectricMember2018-12-310000936340us-gaap:RetainedEarningsMemberdte:DTEElectricMember2019-01-012019-03-310000936340dte:DTEElectricMember2019-01-012019-03-310000936340us-gaap:CommonStockMemberdte:DTEElectricMember2019-03-310000936340us-gaap:AdditionalPaidInCapitalMemberdte:DTEElectricMember2019-03-310000936340us-gaap:RetainedEarningsMemberdte:DTEElectricMember2019-03-310000936340dte:DTEElectricMember2019-03-310000936340us-gaap:RetainedEarningsMemberdte:DTEElectricMember2019-04-012019-06-300000936340us-gaap:CommonStockMemberdte:DTEElectricMember2019-06-300000936340us-gaap:AdditionalPaidInCapitalMemberdte:DTEElectricMember2019-06-300000936340us-gaap:RetainedEarningsMemberdte:DTEElectricMember2019-06-30dte:customerxbrli:pure0000936340dte:MidstreamNaturalGasAssetsMemberstpr:WV2020-06-300000936340dte:NEXUSPipelineMember2020-06-300000936340dte:VariableInterestEntityPrimaryBeneficiarySGGRestrictedMember2020-06-300000936340dte:VariableInterestEntityPrimaryBeneficiaryOtherRestrictedMember2020-06-300000936340dte:VariableInterestEntityPrimaryBeneficiaryRestrictedMember2020-06-300000936340dte:VariableInterestEntityPrimaryBeneficiarySGGRestrictedMember2019-12-310000936340dte:VariableInterestEntityPrimaryBeneficiaryOtherRestrictedMember2019-12-310000936340dte:VariableInterestEntityPrimaryBeneficiaryRestrictedMember2019-12-310000936340dte:VariableInterestEntityPrimaryBeneficiarySGGRestrictedMember2020-01-012020-06-300000936340dte:VariableInterestEntityPrimaryBeneficiarySGGRestrictedMember2019-05-012019-12-310000936340us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2020-06-300000936340us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2019-12-310000936340srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate201802Memberus-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310000936340srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate201802Memberus-gaap:RetainedEarningsMember2018-12-3100009363402019-01-012019-12-310000936340srt:ParentCompanyMemberdte:DTEElectricMember2020-06-300000936340srt:ParentCompanyMemberdte:DTEElectricMember2019-12-310000936340dte:COVID19CARESActAlternativeMinimumTaxCreditRefundMember2020-06-300000936340dte:COVID19CARESActAlternativeMinimumTaxCreditRefundImmediateRefundOf2018RemainingCreditBalanceMember2020-06-300000936340dte:COVID19CARESActAlternativeMinimumTaxCreditRefundImmediateRefundOfCreditGeneratedByCarryingBack2018NetOperatingLossTo2013Member2020-06-300000936340dte:COVID19CARESActMember2020-01-012020-06-300000936340dte:COVID19CARESActMember2020-04-012020-06-300000936340dte:COVID19CARESActMember2020-03-012020-06-300000936340dte:COVID19CARESActMemberdte:DTEElectricMember2020-03-012020-06-300000936340srt:ParentCompanyMemberdte:DTEElectricMember2020-04-012020-06-300000936340srt:ParentCompanyMemberdte:DTEElectricMember2019-04-012019-06-300000936340srt:ParentCompanyMemberdte:DTEElectricMember2020-01-012020-06-300000936340srt:ParentCompanyMemberdte:DTEElectricMember2019-01-012019-06-300000936340us-gaap:NotesReceivableMemberdte:InternalGradeOneMember2020-06-300000936340us-gaap:NotesReceivableMemberdte:InternalGradeOneMemberdte:DTEElectricMember2020-06-300000936340us-gaap:NotesReceivableMemberdte:InternalGradeTwoMember2020-06-300000936340dte:InternalGradeTwoMemberus-gaap:NotesReceivableMemberdte:DTEElectricMember2020-06-300000936340us-gaap:NotesReceivableMember2020-06-300000936340us-gaap:NotesReceivableMemberdte:DTEElectricMember2020-06-300000936340dte:FinanceLeaseReceivableMemberdte:InternalGradeOneMember2020-06-300000936340dte:FinanceLeaseReceivableMemberdte:InternalGradeOneMemberdte:DTEElectricMember2020-06-300000936340dte:FinanceLeaseReceivableMemberdte:InternalGradeTwoMember2020-06-300000936340dte:FinanceLeaseReceivableMemberdte:InternalGradeTwoMemberdte:DTEElectricMember2020-06-300000936340dte:FinanceLeaseReceivableMember2020-06-300000936340dte:FinanceLeaseReceivableMemberdte:DTEElectricMember2020-06-300000936340dte:DTEElectricandDTEGasMember2020-01-012020-06-300000936340us-gaap:UnbilledRevenuesMember2020-01-012020-06-300000936340srt:MinimumMember2020-01-012020-06-300000936340srt:MaximumMember2020-01-012020-06-300000936340us-gaap:TradeAccountsReceivableMember2020-01-010000936340dte:OtherFinancingReceivablesMember2020-01-0100009363402020-01-010000936340dte:DTEElectricMember2020-01-010000936340us-gaap:TradeAccountsReceivableMember2020-01-022020-06-300000936340dte:OtherFinancingReceivablesMember2020-01-022020-06-3000009363402020-01-022020-06-300000936340dte:DTEElectricMember2020-01-022020-06-300000936340us-gaap:TradeAccountsReceivableMember2020-06-300000936340dte:OtherFinancingReceivablesMember2020-06-300000936340dte:COVID19PandemicMemberdte:DTEElectricMember2020-01-012020-06-300000936340dte:DTEGasMemberdte:COVID19PandemicMember2020-01-012020-06-300000936340dte:COVID19PandemicMemberdte:DTEElectricMember2020-06-300000936340dte:DTEGasMemberdte:COVID19PandemicMember2020-06-30utr:MW0000936340dte:PowerAndIndustrialProjectsMemberdte:SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMember2020-02-182020-02-180000936340dte:PowerAndIndustrialProjectsMemberdte:SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMemberus-gaap:CustomerContractsMember2020-02-180000936340dte:PowerAndIndustrialProjectsMemberdte:SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMember2020-02-180000936340dte:PowerAndIndustrialProjectsMemberdte:SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMemberus-gaap:CustomerContractsMember2020-02-182020-02-180000936340dte:HeritageSustainableEnergyRenewableEnergyProjectOneMemberdte:ElectricMemberdte:DTESustainableGenerationMember2019-09-122019-09-120000936340dte:HeritageSustainableEnergyRenewableEnergyProjectOneMemberdte:ElectricMemberus-gaap:CustomerContractsMemberdte:DTESustainableGenerationMember2019-09-120000936340dte:HeritageSustainableEnergyRenewableEnergyProjectOneMemberdte:ElectricMemberdte:DTESustainableGenerationMember2019-09-120000936340dte:HeritageSustainableEnergyRenewableEnergyProjectOneMemberdte:ElectricMembersrt:MinimumMemberus-gaap:CustomerContractsMemberdte:DTESustainableGenerationMember2019-09-122019-09-120000936340dte:HeritageSustainableEnergyRenewableEnergyProjectOneMemberdte:ElectricMemberus-gaap:CustomerContractsMembersrt:MaximumMemberdte:DTESustainableGenerationMember2019-09-122019-09-120000936340dte:HeritageSustainableEnergyRenewableEnergyProjectTwoMemberdte:ElectricMemberdte:DTESustainableGenerationMember2020-01-012020-01-310000936340dte:GasStorageAndPipelinesMemberdte:M5LouisianaGatheringLLCMember2019-12-040000936340dte:GasStorageAndPipelinesMemberdte:M5LouisianaGatheringLLCMember2019-12-042019-12-040000936340dte:GasStorageAndPipelinesMemberdte:M5LouisianaGatheringLLCMember2020-06-300000936340dte:GasStorageAndPipelinesMemberdte:M5LouisianaGatheringLLCMember2020-04-012020-06-300000936340dte:GasStorageAndPipelinesMemberdte:M5LouisianaGatheringLLCMember2020-01-012020-06-300000936340us-gaap:SubsequentEventMemberdte:GasStorageAndPipelinesMemberdte:M5LouisianaGatheringLLCMember2020-07-272020-07-27dte:installment0000936340dte:GasStorageAndPipelinesMemberus-gaap:CustomerRelationshipsMemberdte:M5LouisianaGatheringLLCMember2019-12-040000936340dte:GasStorageAndPipelinesMemberus-gaap:CustomerRelationshipsMemberdte:M5LouisianaGatheringLLCMember2019-12-042019-12-040000936340dte:GasStorageAndPipelinesMemberdte:M5LouisianaGatheringLLCMember2019-12-310000936340dte:GasStorageAndPipelinesMemberdte:LongTermDebtOtherMemberdte:M5LouisianaGatheringLLCMember2019-12-310000936340dte:GasStorageAndPipelinesMemberus-gaap:CommonStockMemberdte:M5LouisianaGatheringLLCMember2019-12-310000936340dte:GasStorageAndPipelinesMemberdte:M5LouisianaGatheringLLCMember2019-12-052019-12-310000936340dte:ElectricMemberdte:ResidentialMember2020-04-012020-06-300000936340dte:ElectricMemberdte:ResidentialMember2019-04-012019-06-300000936340dte:ElectricMemberdte:ResidentialMember2020-01-012020-06-300000936340dte:ElectricMemberdte:ResidentialMember2019-01-012019-06-300000936340dte:ElectricMemberdte:CommercialMember2020-04-012020-06-300000936340dte:ElectricMemberdte:CommercialMember2019-04-012019-06-300000936340dte:ElectricMemberdte:CommercialMember2020-01-012020-06-300000936340dte:ElectricMemberdte:CommercialMember2019-01-012019-06-300000936340dte:IndustrialMemberdte:ElectricMember2020-04-012020-06-300000936340dte:IndustrialMemberdte:ElectricMember2019-04-012019-06-300000936340dte:IndustrialMemberdte:ElectricMember2020-01-012020-06-300000936340dte:IndustrialMemberdte:ElectricMember2019-01-012019-06-300000936340dte:OtherMemberdte:ElectricMember2020-04-012020-06-300000936340dte:OtherMemberdte:ElectricMember2019-04-012019-06-300000936340dte:OtherMemberdte:ElectricMember2020-01-012020-06-300000936340dte:OtherMemberdte:ElectricMember2019-01-012019-06-300000936340dte:ElectricMember2020-04-012020-06-300000936340dte:ElectricMember2019-04-012019-06-300000936340dte:ElectricMember2020-01-012020-06-300000936340dte:ElectricMember2019-01-012019-06-300000936340dte:GasMemberdte:GasSalesMember2020-04-012020-06-300000936340dte:GasMemberdte:GasSalesMember2019-04-012019-06-300000936340dte:GasMemberdte:GasSalesMember2020-01-012020-06-300000936340dte:GasMemberdte:GasSalesMember2019-01-012019-06-300000936340dte:EndUserTransportationMemberdte:GasMember2020-04-012020-06-300000936340dte:EndUserTransportationMemberdte:GasMember2019-04-012019-06-300000936340dte:EndUserTransportationMemberdte:GasMember2020-01-012020-06-300000936340dte:EndUserTransportationMemberdte:GasMember2019-01-012019-06-300000936340dte:IntermediateTransportationMemberdte:GasMember2020-04-012020-06-300000936340dte:IntermediateTransportationMemberdte:GasMember2019-04-012019-06-300000936340dte:IntermediateTransportationMemberdte:GasMember2020-01-012020-06-300000936340dte:IntermediateTransportationMemberdte:GasMember2019-01-012019-06-300000936340dte:OtherMemberdte:GasMember2020-04-012020-06-300000936340dte:OtherMemberdte:GasMember2019-04-012019-06-300000936340dte:OtherMemberdte:GasMember2020-01-012020-06-300000936340dte:OtherMemberdte:GasMember2019-01-012019-06-300000936340dte:GasMember2020-04-012020-06-300000936340dte:GasMember2019-04-012019-06-300000936340dte:GasMember2020-01-012020-06-300000936340dte:GasMember2019-01-012019-06-300000936340dte:GasStorageAndPipelinesMember2020-04-012020-06-300000936340dte:GasStorageAndPipelinesMember2019-04-012019-06-300000936340dte:GasStorageAndPipelinesMember2020-01-012020-06-300000936340dte:GasStorageAndPipelinesMember2019-01-012019-06-300000936340dte:PowerAndIndustrialProjectsMember2020-04-012020-06-300000936340dte:PowerAndIndustrialProjectsMember2019-04-012019-06-300000936340dte:PowerAndIndustrialProjectsMember2020-01-012020-06-300000936340dte:PowerAndIndustrialProjectsMember2019-01-012019-06-300000936340dte:EnergyTradingMember2020-04-012020-06-300000936340dte:EnergyTradingMember2019-04-012019-06-300000936340dte:EnergyTradingMember2020-01-012020-06-300000936340dte:EnergyTradingMember2019-01-012019-06-300000936340dte:OtherMemberdte:ElectricMemberdte:DTESustainableGenerationMember2020-04-012020-06-300000936340dte:OtherMemberdte:ElectricMemberdte:DTESustainableGenerationMember2020-01-012020-06-3000009363402020-07-012020-06-3000009363402021-01-012020-06-3000009363402022-01-012020-06-3000009363402023-01-012020-06-3000009363402024-01-012020-06-3000009363402025-01-012020-06-300000936340us-gaap:FixedPriceContractMember2020-07-012020-06-300000936340us-gaap:FixedPriceContractMember2020-07-01dte:DTEElectricMember2020-06-3000009363402021-01-01us-gaap:FixedPriceContractMember2020-06-3000009363402021-01-01us-gaap:FixedPriceContractMemberdte:DTEElectricMember2020-06-3000009363402022-01-01us-gaap:FixedPriceContractMember2020-06-3000009363402022-01-01us-gaap:FixedPriceContractMemberdte:DTEElectricMember2020-06-3000009363402023-01-01us-gaap:FixedPriceContractMember2020-06-3000009363402023-01-01us-gaap:FixedPriceContractMemberdte:DTEElectricMember2020-06-300000936340us-gaap:FixedPriceContractMember2024-01-012020-06-300000936340us-gaap:FixedPriceContractMember2024-01-01dte:DTEElectricMember2020-06-3000009363402025-01-01us-gaap:FixedPriceContractMember2020-06-3000009363402025-01-01us-gaap:FixedPriceContractMemberdte:DTEElectricMember2020-06-300000936340us-gaap:FixedPriceContractMember2020-06-300000936340us-gaap:FixedPriceContractMemberdte:DTEElectricMember2020-06-300000936340dte:MPSCMemberdte:ElectricRateCaseFiling2019Memberdte:DTEElectricMember2019-07-082019-07-080000936340dte:MPSCMemberdte:ElectricRateCaseFiling2019Memberdte:DTEElectricMember2020-05-082020-05-080000936340us-gaap:SubsequentEventMemberdte:MPSCMemberdte:ElectricRateCaseFiling2019Memberdte:DTEElectricMember2020-07-090000936340dte:DTEGasRateCaseFiling2019Memberdte:MPSCMemberdte:DTEGasMember2019-11-252019-11-250000936340dte:DTEGasRateCaseFiling2019Memberus-gaap:SubsequentEventMemberdte:MPSCMemberdte:DTEGasMember2020-07-172020-07-170000936340dte:DTEGasRateCaseFiling2019Memberus-gaap:SubsequentEventMemberdte:MPSCMemberdte:DTEGasMember2020-07-170000936340dte:DTEGasRateCaseFiling2019Memberdte:MPSCMemberdte:DTEGasMember2020-05-082020-05-080000936340us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-06-300000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-06-300000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2019-12-310000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2019-12-310000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-06-300000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-06-300000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2019-12-310000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2019-12-310000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-06-300000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-06-300000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2020-06-300000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2019-12-310000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2019-12-310000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2019-12-310000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-06-300000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-06-300000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2019-12-310000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2019-12-310000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:NaturalGasCommodityContractMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:NaturalGasCommodityContractMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:NaturalGasCommodityContractMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:NaturalGasCommodityContractMember2020-06-300000936340us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:NaturalGasCommodityContractMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:NaturalGasCommodityContractMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:NaturalGasCommodityContractMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:NaturalGasCommodityContractMember2019-12-310000936340us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:ElectricityCommodityContractMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:ElectricityCommodityContractMemberus-gaap:FairValueInputsLevel2Member2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:ElectricityCommodityContractMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:ElectricityCommodityContractMember2020-06-300000936340us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:ElectricityCommodityContractMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:ElectricityCommodityContractMemberus-gaap:FairValueInputsLevel2Member2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:ElectricityCommodityContractMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:ElectricityCommodityContractMember2019-12-310000936340dte:EnvironmentalandOtherCommodityContractMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340dte:EnvironmentalandOtherCommodityContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-06-300000936340dte:EnvironmentalandOtherCommodityContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-06-300000936340dte:EnvironmentalandOtherCommodityContractMemberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340dte:EnvironmentalandOtherCommodityContractMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340dte:EnvironmentalandOtherCommodityContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2019-12-310000936340dte:EnvironmentalandOtherCommodityContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2019-12-310000936340dte:EnvironmentalandOtherCommodityContractMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340us-gaap:ForeignExchangeContractMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340us-gaap:ForeignExchangeContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-06-300000936340us-gaap:ForeignExchangeContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-06-300000936340us-gaap:ForeignExchangeContractMemberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340us-gaap:ForeignExchangeContractMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340us-gaap:ForeignExchangeContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2019-12-310000936340us-gaap:ForeignExchangeContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2019-12-310000936340us-gaap:ForeignExchangeContractMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2019-12-310000936340us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:CurrentAssetMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:CurrentAssetMemberus-gaap:FairValueInputsLevel2Member2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:CurrentAssetMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:CurrentAssetMember2020-06-300000936340us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:CurrentAssetMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:CurrentAssetMemberus-gaap:FairValueInputsLevel2Member2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:CurrentAssetMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:CurrentAssetMember2019-12-310000936340dte:NoncurrentAssetMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-06-300000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-06-300000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2020-06-300000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340dte:NoncurrentAssetMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2019-12-310000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2019-12-310000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2019-12-310000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340dte:CurrentDerivativeLiabilityMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340dte:CurrentDerivativeLiabilityMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-06-300000936340dte:CurrentDerivativeLiabilityMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-06-300000936340dte:CurrentDerivativeLiabilityMemberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340dte:CurrentDerivativeLiabilityMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340dte:CurrentDerivativeLiabilityMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2019-12-310000936340dte:CurrentDerivativeLiabilityMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2019-12-310000936340dte:CurrentDerivativeLiabilityMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:NoncurrentDerivativeLiabilityMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:NoncurrentDerivativeLiabilityMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:NoncurrentDerivativeLiabilityMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:NoncurrentDerivativeLiabilityMember2020-06-300000936340us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:NoncurrentDerivativeLiabilityMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:NoncurrentDerivativeLiabilityMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:NoncurrentDerivativeLiabilityMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:NoncurrentDerivativeLiabilityMember2019-12-310000936340us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340dte:RestrictedCashMemberus-gaap:FairValueMeasurementsRecurringMember2020-06-300000936340us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:OtherInvestmentsMember2019-12-310000936340us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-06-300000936340us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-12-310000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-06-300000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2020-06-300000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2020-06-300000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-06-300000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-12-310000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2019-12-310000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2019-12-310000936340us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-12-310000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-06-300000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2020-06-300000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2020-06-300000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-06-300000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-12-310000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2019-12-310000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2019-12-310000936340us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-12-310000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-06-300000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2020-06-300000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2020-06-300000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2020-06-300000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-06-300000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-12-310000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2019-12-310000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2019-12-310000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2019-12-310000936340us-gaap:PrivateEquityFundsMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-12-310000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-06-300000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2020-06-300000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2020-06-300000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-06-300000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-12-310000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2019-12-310000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2019-12-310000936340us-gaap:CashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-12-310000936340dte:FinancialTransmissionRightsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-06-300000936340dte:FinancialTransmissionRightsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2020-06-300000936340dte:FinancialTransmissionRightsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2020-06-300000936340dte:FinancialTransmissionRightsMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-06-300000936340dte:FinancialTransmissionRightsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-12-310000936340dte:FinancialTransmissionRightsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2019-12-310000936340dte:FinancialTransmissionRightsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2019-12-310000936340dte:FinancialTransmissionRightsMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2019-12-310000936340us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:CurrentAssetMemberdte:DTEElectricMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:CurrentAssetMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:CurrentAssetMemberdte:DTEElectricMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:CurrentAssetMemberdte:DTEElectricMember2020-06-300000936340us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:CurrentAssetMemberdte:DTEElectricMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:CurrentAssetMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:CurrentAssetMemberdte:DTEElectricMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:CurrentAssetMemberdte:DTEElectricMember2019-12-310000936340dte:NoncurrentAssetMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-06-300000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2020-06-300000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2020-06-300000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2020-06-300000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-06-300000936340dte:NoncurrentAssetMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-12-310000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2019-12-310000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2019-12-310000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2019-12-310000936340dte:NoncurrentAssetMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-12-310000936340us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberus-gaap:OtherInvestmentsMemberdte:DTEElectricMember2019-12-310000936340us-gaap:PrivateEquityFundsMembersrt:MinimumMember2020-01-012020-06-300000936340us-gaap:PrivateEquityFundsMembersrt:MaximumMember2020-01-012020-06-300000936340us-gaap:PrivateEquityFundsMember2020-06-300000936340us-gaap:PrivateEquityFundsMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:NaturalGasCommodityContractMember2020-03-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:ElectricityCommodityContractMember2020-03-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:OtherCommodityContractMember2020-03-310000936340us-gaap:FairValueMeasurementsRecurringMember2020-03-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:NaturalGasCommodityContractMember2019-03-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:ElectricityCommodityContractMember2019-03-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:OtherCommodityContractMember2019-03-310000936340us-gaap:FairValueMeasurementsRecurringMember2019-03-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:NaturalGasCommodityContractMember2020-04-012020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:ElectricityCommodityContractMember2020-04-012020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:OtherCommodityContractMember2020-04-012020-06-300000936340us-gaap:FairValueMeasurementsRecurringMember2020-04-012020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:NaturalGasCommodityContractMember2019-04-012019-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:ElectricityCommodityContractMember2019-04-012019-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:OtherCommodityContractMember2019-04-012019-06-300000936340us-gaap:FairValueMeasurementsRecurringMember2019-04-012019-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:OtherCommodityContractMember2020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:NaturalGasCommodityContractMember2019-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:ElectricityCommodityContractMember2019-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:OtherCommodityContractMember2019-06-300000936340us-gaap:FairValueMeasurementsRecurringMember2019-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:OtherCommodityContractMember2019-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:NaturalGasCommodityContractMember2018-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:ElectricityCommodityContractMember2018-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:OtherCommodityContractMember2018-12-310000936340us-gaap:FairValueMeasurementsRecurringMember2018-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:NaturalGasCommodityContractMember2020-01-012020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:ElectricityCommodityContractMember2020-01-012020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:OtherCommodityContractMember2020-01-012020-06-300000936340us-gaap:FairValueMeasurementsRecurringMember2020-01-012020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:NaturalGasCommodityContractMember2019-01-012019-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:ElectricityCommodityContractMember2019-01-012019-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:OtherCommodityContractMember2019-01-012019-06-300000936340us-gaap:FairValueMeasurementsRecurringMember2019-01-012019-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-03-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-03-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2018-12-310000936340us-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-04-012020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-04-012019-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2020-01-012020-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-01-012019-06-300000936340us-gaap:FairValueMeasurementsRecurringMemberdte:DTEElectricMember2019-06-30utr:MMBTU0000936340us-gaap:MeasurementInputCommodityForwardPriceMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberus-gaap:FairValueInputsLevel3Memberdte:NaturalGasCommodityContractMember2020-06-300000936340us-gaap:MeasurementInputCommodityForwardPriceMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Membersrt:MaximumMemberdte:NaturalGasCommodityContractMember2020-06-300000936340us-gaap:MeasurementInputCommodityForwardPriceMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberdte:NaturalGasCommodityContractMember2020-06-30utr:MWh0000936340us-gaap:MeasurementInputCommodityForwardPriceMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberus-gaap:FairValueInputsLevel3Memberdte:ElectricityCommodityContractMember2020-06-300000936340us-gaap:MeasurementInputCommodityForwardPriceMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberdte:ElectricityCommodityContractMembersrt:MaximumMember2020-06-300000936340us-gaap:MeasurementInputCommodityForwardPriceMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberdte:ElectricityCommodityContractMember2020-06-300000936340us-gaap:MeasurementInputCommodityForwardPriceMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberus-gaap:FairValueInputsLevel3Memberdte:NaturalGasCommodityContractMember2019-12-310000936340us-gaap:MeasurementInputCommodityForwardPriceMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Membersrt:MaximumMemberdte:NaturalGasCommodityContractMember2019-12-310000936340us-gaap:MeasurementInputCommodityForwardPriceMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberdte:NaturalGasCommodityContractMember2019-12-310000936340us-gaap:MeasurementInputCommodityForwardPriceMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMemberus-gaap:FairValueInputsLevel3Memberdte:ElectricityCommodityContractMember2019-12-310000936340us-gaap:MeasurementInputCommodityForwardPriceMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberdte:ElectricityCommodityContractMembersrt:MaximumMember2019-12-310000936340us-gaap:MeasurementInputCommodityForwardPriceMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberdte:ElectricityCommodityContractMember2019-12-310000936340us-gaap:CarryingReportedAmountFairValueDisclosureMember2020-06-300000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2020-06-300000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2020-06-300000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Member2020-06-300000936340us-gaap:CarryingReportedAmountFairValueDisclosureMember2019-12-310000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2019-12-310000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2019-12-310000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Member2019-12-310000936340us-gaap:CarryingReportedAmountFairValueDisclosureMemberdte:DTEElectricMember2020-06-300000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Memberdte:DTEElectricMember2020-06-300000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2020-06-300000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2020-06-300000936340us-gaap:CarryingReportedAmountFairValueDisclosureMemberdte:DTEElectricMember2019-12-310000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Memberdte:DTEElectricMember2019-12-310000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdte:DTEElectricMember2019-12-310000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Memberdte:DTEElectricMember2019-12-310000936340us-gaap:CarryingReportedAmountFairValueDisclosureMembersrt:AffiliatedEntityMemberdte:DTEElectricMember2020-06-300000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Membersrt:AffiliatedEntityMemberdte:DTEElectricMember2020-06-300000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Membersrt:AffiliatedEntityMemberdte:DTEElectricMember2020-06-300000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Membersrt:AffiliatedEntityMemberdte:DTEElectricMember2020-06-300000936340us-gaap:CarryingReportedAmountFairValueDisclosureMembersrt:AffiliatedEntityMemberdte:DTEElectricMember2019-12-310000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Membersrt:AffiliatedEntityMemberdte:DTEElectricMember2019-12-310000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Membersrt:AffiliatedEntityMemberdte:DTEElectricMember2019-12-310000936340us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Membersrt:AffiliatedEntityMemberdte:DTEElectricMember2019-12-310000936340dte:NuclearDecommissioningTrustFundMemberus-gaap:NuclearPlantMemberdte:DTEElectricMember2020-06-300000936340dte:NuclearDecommissioningTrustFundMemberus-gaap:NuclearPlantMemberdte:DTEElectricMember2019-12-310000936340dte:NuclearDecommissioningTrustFundMemberdte:NuclearPlant1Memberdte:DTEElectricMember2020-06-300000936340dte:NuclearDecommissioningTrustFundMemberdte:NuclearPlant1Memberdte:DTEElectricMember2019-12-310000936340dte:NuclearDecommissioningTrustFundMemberdte:LowLevelRadioactiveWasteMemberdte:DTEElectricMember2020-06-300000936340dte:NuclearDecommissioningTrustFundMemberdte:LowLevelRadioactiveWasteMemberdte:DTEElectricMember2019-12-310000936340dte:NuclearDecommissioningTrustFundMemberdte:DTEElectricMember2020-06-300000936340dte:NuclearDecommissioningTrustFundMemberdte:DTEElectricMember2019-12-310000936340dte:NuclearDecommissioningTrustFundMemberdte:DTEElectricMember2020-04-012020-06-300000936340dte:NuclearDecommissioningTrustFundMemberdte:DTEElectricMember2019-04-012019-06-300000936340dte:NuclearDecommissioningTrustFundMemberdte:DTEElectricMember2020-01-012020-06-300000936340dte:NuclearDecommissioningTrustFundMemberdte:DTEElectricMember2019-01-012019-06-300000936340us-gaap:EquitySecuritiesMemberdte:NuclearDecommissioningTrustFundMemberdte:DTEElectricMember2020-06-300000936340us-gaap:EquitySecuritiesMemberdte:NuclearDecommissioningTrustFundMemberdte:DTEElectricMember2019-12-310000936340dte:NuclearDecommissioningTrustFundMemberus-gaap:FixedIncomeSecuritiesMember2020-06-300000936340us-gaap:EquitySecuritiesMember2020-04-012020-06-300000936340us-gaap:EquitySecuritiesMember2019-04-012019-06-300000936340us-gaap:EquitySecuritiesMember2020-01-012020-06-300000936340us-gaap:EquitySecuritiesMember2019-01-012019-06-300000936340us-gaap:FixedIncomeSecuritiesMember2020-04-012020-06-300000936340us-gaap:FixedIncomeSecuritiesMember2019-04-012019-06-300000936340us-gaap:FixedIncomeSecuritiesMember2020-01-012020-06-300000936340us-gaap:FixedIncomeSecuritiesMember2019-01-012019-06-300000936340us-gaap:AssetHeldInTrustMember2020-04-012020-06-300000936340us-gaap:AssetHeldInTrustMember2019-04-012019-06-300000936340us-gaap:AssetHeldInTrustMember2020-01-012020-06-300000936340us-gaap:AssetHeldInTrustMember2019-01-012019-06-300000936340us-gaap:NondesignatedMemberdte:NaturalGasCommodityContractMember2020-06-300000936340us-gaap:NondesignatedMemberdte:NaturalGasCommodityContractMember2019-12-310000936340us-gaap:NondesignatedMemberdte:ElectricityCommodityContractMember2020-06-300000936340us-gaap:NondesignatedMemberdte:ElectricityCommodityContractMember2019-12-310000936340dte:EnvironmentalandOtherCommodityContractMemberus-gaap:NondesignatedMember2020-06-300000936340dte:EnvironmentalandOtherCommodityContractMemberus-gaap:NondesignatedMember2019-12-310000936340us-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2020-06-300000936340us-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2019-12-310000936340us-gaap:NondesignatedMember2020-06-300000936340us-gaap:NondesignatedMember2019-12-310000936340dte:CurrentDerivativeAssetMember2020-06-300000936340dte:CurrentDerivativeLiabilityMember2020-06-300000936340dte:CurrentDerivativeAssetMember2019-12-310000936340dte:CurrentDerivativeLiabilityMember2019-12-310000936340dte:NoncurrentDerivativeAssetMember2020-06-300000936340dte:NoncurrentDerivativeLiabilityMember2020-06-300000936340dte:NoncurrentDerivativeAssetMember2019-12-310000936340dte:NoncurrentDerivativeLiabilityMember2019-12-310000936340dte:FinancialTransmissionRightsMemberus-gaap:NondesignatedMemberdte:DTEElectricMember2020-06-300000936340dte:FinancialTransmissionRightsMemberus-gaap:NondesignatedMemberdte:DTEElectricMember2019-12-310000936340us-gaap:NondesignatedMemberdte:DTEElectricMember2020-06-300000936340us-gaap:NondesignatedMemberdte:DTEElectricMember2019-12-310000936340dte:NaturalGasCommodityContractMember2020-06-300000936340dte:NaturalGasCommodityContractMember2019-12-310000936340dte:ElectricityCommodityContractMember2020-06-300000936340dte:ElectricityCommodityContractMember2019-12-310000936340dte:EnvironmentalandOtherCommodityContractMember2020-06-300000936340dte:EnvironmentalandOtherCommodityContractMember2019-12-310000936340us-gaap:ForeignExchangeContractMember2020-06-300000936340us-gaap:ForeignExchangeContractMember2019-12-310000936340us-gaap:SalesMemberdte:NaturalGasCommodityContractMember2020-04-012020-06-300000936340us-gaap:SalesMemberdte:NaturalGasCommodityContractMember2019-04-012019-06-300000936340us-gaap:SalesMemberdte:NaturalGasCommodityContractMember2020-01-012020-06-300000936340us-gaap:SalesMemberdte:NaturalGasCommodityContractMember2019-01-012019-06-300000936340srt:FuelMemberdte:NaturalGasCommodityContractMember2020-04-012020-06-300000936340srt:FuelMemberdte:NaturalGasCommodityContractMember2019-04-012019-06-300000936340srt:FuelMemberdte:NaturalGasCommodityContractMember2020-01-012020-06-300000936340srt:FuelMemberdte:NaturalGasCommodityContractMember2019-01-012019-06-300000936340us-gaap:SalesMemberdte:ElectricityCommodityContractMember2020-04-012020-06-300000936340us-gaap:SalesMemberdte:ElectricityCommodityContractMember2019-04-012019-06-300000936340us-gaap:SalesMemberdte:ElectricityCommodityContractMember2020-01-012020-06-300000936340us-gaap:SalesMemberdte:ElectricityCommodityContractMember2019-01-012019-06-300000936340dte:EnvironmentalandOtherCommodityContractMemberus-gaap:SalesMember2020-04-012020-06-300000936340dte:EnvironmentalandOtherCommodityContractMemberus-gaap:SalesMember2019-04-012019-06-300000936340dte:EnvironmentalandOtherCommodityContractMemberus-gaap:SalesMember2020-01-012020-06-300000936340dte:EnvironmentalandOtherCommodityContractMemberus-gaap:SalesMember2019-01-012019-06-300000936340us-gaap:SalesMemberus-gaap:ForeignExchangeContractMember2020-04-012020-06-300000936340us-gaap:SalesMemberus-gaap:ForeignExchangeContractMember2019-04-012019-06-300000936340us-gaap:SalesMemberus-gaap:ForeignExchangeContractMember2020-01-012020-06-300000936340us-gaap:SalesMemberus-gaap:ForeignExchangeContractMember2019-01-012019-06-300000936340dte:NaturalGasCommodityContractMember2020-01-012020-06-300000936340dte:ElectricityCommodityContractMember2020-01-012020-06-30iso4217:CAD0000936340dte:RenewableEnergyCommodityContractMember2020-01-012020-06-30utr:T0000936340dte:CarbonEmissionsCommodityContractMember2020-01-012020-06-300000936340dte:February20202.25MortgageBondsMaturingin2030Memberus-gaap:MortgagesMemberdte:DTEElectricMember2020-06-300000936340dte:February20202.95MortgageBondsMaturingin2050Memberus-gaap:MortgagesMemberdte:DTEElectricMember2020-06-300000936340dte:April2020263MortgageBondsMaturingIn2031Memberus-gaap:MortgagesMemberdte:DTEElectricMember2020-06-300000936340dte:A489SeniorNotesMaturing2020Memberus-gaap:SeniorNotesMemberdte:DTEElectricMember2020-01-012020-06-300000936340dte:A489SeniorNotesMaturing2020Memberus-gaap:SeniorNotesMemberdte:DTEElectricMember2020-06-300000936340dte:A2010SeriesB3.45SeniorNotesDue2020Memberus-gaap:SeniorNotesMemberdte:DTEElectricMember2020-01-012020-06-300000936340dte:A2010SeriesB3.45SeniorNotesDue2020Memberus-gaap:SeniorNotesMemberdte:DTEElectricMember2020-06-300000936340us-gaap:SeniorNotesMemberdte:A2008SeriesKTVariableRateSeniorNotesDue2020Memberdte:DTEElectricMember2020-01-012020-06-300000936340us-gaap:UnsecuredDebtMemberdte:March2020UnsecuredTermLoanMaturingIn2022Member2020-03-310000936340us-gaap:UnsecuredDebtMemberdte:March2020UnsecuredTermLoanMaturingIn2022Member2020-03-012020-06-300000936340dte:DTEGasMemberdte:August2020235MortgageBondsMaturingIn2030Membersrt:ScenarioForecastMemberus-gaap:MortgagesMember2020-08-310000936340dte:DTEGasMemberdte:August2020320MortgageBondsMaturingIn2050Membersrt:ScenarioForecastMemberus-gaap:MortgagesMember2020-08-310000936340us-gaap:SubsequentEventMemberus-gaap:SeniorNotesMemberdte:A2008SeriesKTVariableRateSeniorNotesDue2020Memberdte:DTEElectricMember2020-07-012020-07-010000936340us-gaap:SubsequentEventMemberdte:A2010SeriesB3.45SeniorNotesDue2020Memberus-gaap:SeniorNotesMemberdte:DTEElectricMember2020-07-012020-07-010000936340us-gaap:SubsequentEventMemberdte:A2010SeriesB3.45SeniorNotesDue2020Memberus-gaap:SeniorNotesMemberdte:DTEElectricMember2020-07-010000936340dte:UnsecuredTermLoanExpiringinMarch2021Memberus-gaap:UnsecuredDebtMember2020-03-310000936340dte:UnsecuredTermLoanExpiringinMarch2021Memberus-gaap:UnsecuredDebtMember2020-06-300000936340us-gaap:UnsecuredDebtMemberdte:April2020UnsecuredTermLoanOneExpiringApril2021Memberdte:DTEElectricMember2020-04-300000936340us-gaap:UnsecuredDebtMemberdte:April2020UnsecuredTermLoanOneExpiringApril2021Memberdte:DTEElectricMember2020-06-300000936340us-gaap:UnsecuredDebtMemberdte:April2020UnsecuredTermLoanTwoExpiringApril2021Memberdte:DTEElectricMember2020-04-300000936340us-gaap:UnsecuredDebtMemberdte:April2020UnsecuredTermLoanTwoExpiringApril2021Memberdte:DTEElectricMember2020-06-300000936340dte:DTEGasMemberus-gaap:UnsecuredDebtMemberdte:April2020UnsecuredTermLoanExpiringApril2021Member2020-04-300000936340us-gaap:RevolvingCreditFacilityMemberdte:DTELakeErieGenerationIncMemberdte:UnsecuredCanadianRevolvingCreditFacilityExpiringMay2023Member2020-05-310000936340dte:June2020UnsecuredTermLoanExpiringJune2021Memberus-gaap:UnsecuredDebtMember2020-06-300000936340srt:MaximumMember2020-06-300000936340srt:ParentCompanyMember2020-06-300000936340dte:DTEGasMember2020-06-300000936340dte:UnsecuredLetterOfCreditFacilityExpiringInFebruary2021Membersrt:ParentCompanyMemberus-gaap:LetterOfCreditMember2020-06-300000936340dte:UnsecuredLetterOfCreditFacilityExpiringInFebruary2021Memberus-gaap:LetterOfCreditMemberdte:DTEElectricMember2020-06-300000936340dte:UnsecuredLetterOfCreditFacilityExpiringInFebruary2021Memberdte:DTEGasMemberus-gaap:LetterOfCreditMember2020-06-300000936340dte:UnsecuredLetterOfCreditFacilityExpiringInFebruary2021Memberus-gaap:LetterOfCreditMember2020-06-300000936340srt:ParentCompanyMemberdte:UnsecuredLetterOfCreditFacilityExpiringInAugust2021Memberus-gaap:LetterOfCreditMember2020-06-300000936340dte:UnsecuredLetterOfCreditFacilityExpiringInAugust2021Memberus-gaap:LetterOfCreditMemberdte:DTEElectricMember2020-06-300000936340dte:DTEGasMemberdte:UnsecuredLetterOfCreditFacilityExpiringInAugust2021Memberus-gaap:LetterOfCreditMember2020-06-300000936340us-gaap:LetterOfCreditMemberdte:UnsecuredLetterOfCreditFacilityExpiringInAugust2021Member2020-06-300000936340dte:UnsecuredTermLoanExpiringinMarch2021Membersrt:ParentCompanyMemberus-gaap:UnsecuredDebtMember2020-06-300000936340dte:UnsecuredTermLoanExpiringinMarch2021Memberus-gaap:UnsecuredDebtMemberdte:DTEElectricMember2020-06-300000936340dte:UnsecuredTermLoanExpiringinMarch2021Memberdte:DTEGasMemberus-gaap:UnsecuredDebtMember2020-06-300000936340srt:ParentCompanyMemberus-gaap:UnsecuredDebtMemberdte:April2020UnsecuredTermLoanExpiringApril2021Member2020-06-300000936340us-gaap:UnsecuredDebtMemberdte:DTEElectricMemberdte:April2020UnsecuredTermLoanExpiringApril2021Member2020-06-300000936340dte:DTEGasMemberus-gaap:UnsecuredDebtMemberdte:April2020UnsecuredTermLoanExpiringApril2021Member2020-06-300000936340us-gaap:UnsecuredDebtMemberdte:April2020UnsecuredTermLoanExpiringApril2021Member2020-06-300000936340dte:June2020UnsecuredTermLoanExpiringJune2021Membersrt:ParentCompanyMemberus-gaap:UnsecuredDebtMember2020-06-300000936340dte:June2020UnsecuredTermLoanExpiringJune2021Memberus-gaap:UnsecuredDebtMemberdte:DTEElectricMember2020-06-300000936340dte:June2020UnsecuredTermLoanExpiringJune2021Memberdte:DTEGasMemberus-gaap:UnsecuredDebtMember2020-06-300000936340us-gaap:RevolvingCreditFacilityMemberdte:UnsecuredCanadianRevolvingCreditFacilityExpiringMay2023Membersrt:ParentCompanyMember2020-06-300000936340us-gaap:RevolvingCreditFacilityMemberdte:UnsecuredCanadianRevolvingCreditFacilityExpiringMay2023Memberdte:DTEElectricMember2020-06-300000936340us-gaap:RevolvingCreditFacilityMemberdte:DTEGasMemberdte:UnsecuredCanadianRevolvingCreditFacilityExpiringMay2023Member2020-06-300000936340us-gaap:RevolvingCreditFacilityMemberdte:UnsecuredCanadianRevolvingCreditFacilityExpiringMay2023Member2020-06-300000936340us-gaap:RevolvingCreditFacilityMemberdte:UnsecuredRevolvingCreditFacilityExpiringinApril2024Membersrt:ParentCompanyMember2020-06-300000936340us-gaap:RevolvingCreditFacilityMemberdte:UnsecuredRevolvingCreditFacilityExpiringinApril2024Memberdte:DTEElectricMember2020-06-300000936340us-gaap:RevolvingCreditFacilityMemberdte:UnsecuredRevolvingCreditFacilityExpiringinApril2024Memberdte:DTEGasMember2020-06-300000936340us-gaap:RevolvingCreditFacilityMemberdte:UnsecuredRevolvingCreditFacilityExpiringinApril2024Member2020-06-300000936340srt:ParentCompanyMemberus-gaap:LetterOfCreditMember2020-06-300000936340us-gaap:LetterOfCreditMemberdte:DTEElectricMember2020-06-300000936340dte:DTEGasMemberus-gaap:LetterOfCreditMember2020-06-300000936340us-gaap:LetterOfCreditMember2020-06-300000936340srt:ParentCompanyMemberus-gaap:UnsecuredDebtMember2020-06-300000936340us-gaap:UnsecuredDebtMemberdte:DTEElectricMember2020-06-300000936340dte:DTEGasMemberus-gaap:UnsecuredDebtMember2020-06-300000936340us-gaap:UnsecuredDebtMember2020-06-300000936340us-gaap:RevolvingCreditFacilityMembersrt:ParentCompanyMember2020-06-300000936340us-gaap:RevolvingCreditFacilityMemberdte:DTEElectricMember2020-06-300000936340us-gaap:RevolvingCreditFacilityMemberdte:DTEGasMember2020-06-300000936340us-gaap:RevolvingCreditFacilityMember2020-06-300000936340dte:OtheroutstandinglettersofcreditMembersrt:ParentCompanyMemberus-gaap:LetterOfCreditMember2020-06-300000936340us-gaap:SubsequentEventMemberdte:July2020UncommittedLetterOfCreditFacilityExpiringJuly2021Membersrt:ParentCompanyMemberus-gaap:LetterOfCreditMember2020-07-280000936340dte:DemandFinancingAgreementMembersrt:ParentCompanyMember2020-06-300000936340srt:ParentCompanyMemberdte:DemandFinancingAgreementPlusLetterofCreditMember2020-06-300000936340dte:DemandFinancingAgreementMembersrt:ParentCompanyMember2019-12-31dte:plant0000936340dte:DTEElectricMember2009-07-310000936340dte:TheSierraClubMember2020-06-30dte:NOV0000936340dte:ReductionofCarbonEmissionsbyEarly2020sMember2020-01-012020-06-300000936340dte:ReductionofCarbonEmissionsby2030Member2020-01-012020-06-300000936340dte:ReductionofCarbonEmissionsby2040Member2020-01-012020-06-300000936340dte:ReductionofCarbonEmissionsby2050Memberdte:DTEElectricMember2020-01-012020-06-300000936340dte:DTEElectricMember2019-01-012019-12-31dte:sitedte:facility0000936340dte:CoalCombustionResidualRuleMemberdte:DTEElectricMember2020-06-300000936340dte:ReductionOfGreenhouseGasEmissionsBy2050Memberdte:DTEGasMember2020-06-012020-06-300000936340dte:DTEGasMember2020-01-012020-06-300000936340dte:DTEGasMemberdte:CleanUpCompletedandSiteClosedMember2020-01-012020-06-300000936340dte:DTEGasMemberdte:PartialClosureCompleteMember2020-01-012020-06-300000936340dte:DTEGasMember2019-12-310000936340dte:SyntheticFuelMember2020-01-012020-06-300000936340dte:SyntheticFuelMember2020-06-300000936340dte:ReducedEmissionsFuelGuaranteesMember2020-01-012020-06-300000936340dte:ReducedEmissionsFuelGuaranteesMember2020-06-300000936340dte:NEXUSPipelineMemberdte:NEXUSMemberdte:TexasEasternTransmissionLPMember2020-01-012020-06-300000936340dte:NEXUSPipelineMemberdte:NEXUSMemberdte:DTEGasMember2020-01-012020-06-300000936340dte:NEXUSPipelineMemberdte:DTEGasMember2020-06-300000936340dte:NEXUSPipelineMemberdte:TexasEasternTransmissionLPMember2020-06-300000936340dte:NEXUSPipelineMemberdte:DTEGasMemberdte:DTEGasMember2020-01-012020-06-300000936340dte:NEXUSPipelineMemberdte:TexasEasternTransmissionLPMember2020-01-012020-06-300000936340dte:NEXUSPipelineMemberdte:DTEGasMember2020-01-012020-06-300000936340dte:NEXUSPipelineMemberdte:VectorMemberdte:NEXUSMember2020-01-012020-06-300000936340dte:NEXUSPipelineMemberdte:VectorMember2020-06-300000936340dte:NEXUSPipelineMemberdte:VectorMember2020-01-012020-06-300000936340us-gaap:GuaranteeTypeOtherMember2020-06-300000936340us-gaap:SuretyBondMember2020-06-300000936340us-gaap:SuretyBondMemberdte:DTEElectricMember2020-06-300000936340dte:VectorMemberus-gaap:UnfundedLoanCommitmentMember2019-07-310000936340dte:VectorMemberus-gaap:UnfundedLoanCommitmentMember2020-06-30dte:employee0000936340us-gaap:LaborForceConcentrationRiskMemberus-gaap:WorkforceSubjectToCollectiveBargainingArrangementsMember2020-06-300000936340us-gaap:LaborForceConcentrationRiskMemberus-gaap:WorkforceSubjectToCollectiveBargainingArrangementsMemberdte:DTEElectricMember2020-06-300000936340us-gaap:AssetHeldInTrustMemberdte:COVID19PandemicMemberdte:DTEElectricMember2020-01-012020-06-300000936340us-gaap:AssetHeldInTrustMemberdte:DTEGasMemberdte:COVID19PandemicMember2020-01-012020-06-300000936340us-gaap:AssetHeldInTrustMemberdte:COVID19PandemicMemberdte:DTEElectricMember2020-04-012020-06-300000936340us-gaap:AssetHeldInTrustMemberdte:DTEGasMemberdte:COVID19PandemicMember2020-04-012020-06-300000936340us-gaap:PensionPlansDefinedBenefitMember2020-04-012020-06-300000936340us-gaap:PensionPlansDefinedBenefitMember2019-04-012019-06-300000936340us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2020-04-012020-06-300000936340us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2019-04-012019-06-300000936340us-gaap:PensionPlansDefinedBenefitMember2020-01-012020-06-300000936340us-gaap:PensionPlansDefinedBenefitMember2019-01-012019-06-300000936340us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2020-01-012020-06-300000936340us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2019-01-012019-06-300000936340us-gaap:PensionPlansDefinedBenefitMemberdte:DTEElectricMember2020-04-012020-06-300000936340us-gaap:PensionPlansDefinedBenefitMemberdte:DTEElectricMember2019-04-012019-06-300000936340us-gaap:PensionPlansDefinedBenefitMemberdte:DTEElectricMember2020-01-012020-06-300000936340us-gaap:PensionPlansDefinedBenefitMemberdte:DTEElectricMember2019-01-012019-06-300000936340us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberdte:DTEElectricMember2020-04-012020-06-300000936340us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberdte:DTEElectricMember2019-04-012019-06-300000936340us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberdte:DTEElectricMember2020-01-012020-06-300000936340us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberdte:DTEElectricMember2019-01-012019-06-300000936340us-gaap:PensionPlansDefinedBenefitMember2020-06-300000936340us-gaap:PensionPlansDefinedBenefitMemberdte:DTEElectricMember2020-06-300000936340us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2020-06-300000936340us-gaap:IntersegmentEliminationMemberdte:ElectricMember2020-04-012020-06-300000936340us-gaap:IntersegmentEliminationMemberdte:ElectricMember2019-04-012019-06-300000936340us-gaap:IntersegmentEliminationMemberdte:ElectricMember2020-01-012020-06-300000936340us-gaap:IntersegmentEliminationMemberdte:ElectricMember2019-01-012019-06-300000936340us-gaap:IntersegmentEliminationMemberdte:GasMember2020-04-012020-06-300000936340us-gaap:IntersegmentEliminationMemberdte:GasMember2019-04-012019-06-300000936340us-gaap:IntersegmentEliminationMemberdte:GasMember2020-01-012020-06-300000936340us-gaap:IntersegmentEliminationMemberdte:GasMember2019-01-012019-06-300000936340us-gaap:IntersegmentEliminationMemberdte:GasStorageAndPipelinesMember2020-04-012020-06-300000936340us-gaap:IntersegmentEliminationMemberdte:GasStorageAndPipelinesMember2019-04-012019-06-300000936340us-gaap:IntersegmentEliminationMemberdte:GasStorageAndPipelinesMember2020-01-012020-06-300000936340us-gaap:IntersegmentEliminationMemberdte:GasStorageAndPipelinesMember2019-01-012019-06-300000936340dte:PowerAndIndustrialProjectsMemberus-gaap:IntersegmentEliminationMember2020-04-012020-06-300000936340dte:PowerAndIndustrialProjectsMemberus-gaap:IntersegmentEliminationMember2019-04-012019-06-300000936340dte:PowerAndIndustrialProjectsMemberus-gaap:IntersegmentEliminationMember2020-01-012020-06-300000936340dte:PowerAndIndustrialProjectsMemberus-gaap:IntersegmentEliminationMember2019-01-012019-06-300000936340us-gaap:IntersegmentEliminationMemberdte:EnergyTradingMember2020-04-012020-06-300000936340us-gaap:IntersegmentEliminationMemberdte:EnergyTradingMember2019-04-012019-06-300000936340us-gaap:IntersegmentEliminationMemberdte:EnergyTradingMember2020-01-012020-06-300000936340us-gaap:IntersegmentEliminationMemberdte:EnergyTradingMember2019-01-012019-06-300000936340us-gaap:IntersegmentEliminationMemberus-gaap:CorporateAndOtherMember2020-04-012020-06-300000936340us-gaap:IntersegmentEliminationMemberus-gaap:CorporateAndOtherMember2019-04-012019-06-300000936340us-gaap:IntersegmentEliminationMemberus-gaap:CorporateAndOtherMember2020-01-012020-06-300000936340us-gaap:IntersegmentEliminationMemberus-gaap:CorporateAndOtherMember2019-01-012019-06-300000936340us-gaap:IntersegmentEliminationMember2020-04-012020-06-300000936340us-gaap:IntersegmentEliminationMember2019-04-012019-06-300000936340us-gaap:IntersegmentEliminationMember2020-01-012020-06-300000936340us-gaap:IntersegmentEliminationMember2019-01-012019-06-300000936340us-gaap:OperatingSegmentsMemberdte:ElectricMember2020-04-012020-06-300000936340us-gaap:OperatingSegmentsMemberdte:ElectricMember2019-04-012019-06-300000936340us-gaap:OperatingSegmentsMemberdte:ElectricMember2020-01-012020-06-300000936340us-gaap:OperatingSegmentsMemberdte:ElectricMember2019-01-012019-06-300000936340us-gaap:OperatingSegmentsMemberdte:GasMember2020-04-012020-06-300000936340us-gaap:OperatingSegmentsMemberdte:GasMember2019-04-012019-06-300000936340us-gaap:OperatingSegmentsMemberdte:GasMember2020-01-012020-06-300000936340us-gaap:OperatingSegmentsMemberdte:GasMember2019-01-012019-06-300000936340us-gaap:OperatingSegmentsMemberdte:GasStorageAndPipelinesMember2020-04-012020-06-300000936340us-gaap:OperatingSegmentsMemberdte:GasStorageAndPipelinesMember2019-04-012019-06-300000936340us-gaap:OperatingSegmentsMemberdte:GasStorageAndPipelinesMember2020-01-012020-06-300000936340us-gaap:OperatingSegmentsMemberdte:GasStorageAndPipelinesMember2019-01-012019-06-300000936340dte:PowerAndIndustrialProjectsMemberus-gaap:OperatingSegmentsMember2020-04-012020-06-300000936340dte:PowerAndIndustrialProjectsMemberus-gaap:OperatingSegmentsMember2019-04-012019-06-300000936340dte:PowerAndIndustrialProjectsMemberus-gaap:OperatingSegmentsMember2020-01-012020-06-300000936340dte:PowerAndIndustrialProjectsMemberus-gaap:OperatingSegmentsMember2019-01-012019-06-300000936340us-gaap:OperatingSegmentsMemberdte:EnergyTradingMember2020-04-012020-06-300000936340us-gaap:OperatingSegmentsMemberdte:EnergyTradingMember2019-04-012019-06-300000936340us-gaap:OperatingSegmentsMemberdte:EnergyTradingMember2020-01-012020-06-300000936340us-gaap:OperatingSegmentsMemberdte:EnergyTradingMember2019-01-012019-06-300000936340us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2020-04-012020-06-300000936340us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2019-04-012019-06-300000936340us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2020-01-012020-06-300000936340us-gaap:OperatingSegmentsMemberus-gaap:CorporateAndOtherMember2019-01-012019-06-300000936340us-gaap:CorporateAndOtherMember2020-04-012020-06-300000936340us-gaap:CorporateAndOtherMember2019-04-012019-06-300000936340us-gaap:CorporateAndOtherMember2020-01-012020-06-300000936340us-gaap:CorporateAndOtherMember2019-01-012019-06-300000936340dte:CapacityLeaseAgreementMemberus-gaap:EquityMethodInvesteeMemberdte:DTEGasMemberdte:NEXUSMember2020-01-012020-06-300000936340dte:ServiceAgreementMemberus-gaap:EquityMethodInvesteeMemberdte:NEXUSMemberdte:DTEElectricMember2020-01-012020-06-300000936340dte:ServiceAgreementMemberus-gaap:EquityMethodInvesteeMemberdte:DTEGasMemberdte:NEXUSMember2020-01-012020-06-300000936340us-gaap:EquityMethodInvesteeMemberdte:DTEGasMemberdte:NEXUSMember2020-04-012020-06-300000936340us-gaap:EquityMethodInvesteeMemberdte:DTEGasMemberdte:NEXUSMember2019-04-012019-06-300000936340us-gaap:EquityMethodInvesteeMemberdte:DTEGasMemberdte:NEXUSMember2020-01-012020-06-300000936340us-gaap:EquityMethodInvesteeMemberdte:DTEGasMemberdte:NEXUSMember2019-01-012019-06-300000936340us-gaap:EquityMethodInvesteeMemberdte:NEXUSMemberdte:DTEElectricMember2020-04-012020-06-300000936340us-gaap:EquityMethodInvesteeMemberdte:NEXUSMemberdte:DTEElectricMember2019-04-012019-06-300000936340us-gaap:EquityMethodInvesteeMemberdte:NEXUSMemberdte:DTEElectricMember2020-01-012020-06-300000936340us-gaap:EquityMethodInvesteeMemberdte:NEXUSMemberdte:DTEElectricMember2019-01-012019-06-300000936340us-gaap:EquityMethodInvesteeMemberdte:NEXUSMemberdte:DTEEnergyTradingMember2020-04-012020-06-300000936340us-gaap:EquityMethodInvesteeMemberdte:NEXUSMemberdte:DTEEnergyTradingMember2019-04-012019-06-300000936340us-gaap:EquityMethodInvesteeMemberdte:NEXUSMemberdte:DTEEnergyTradingMember2020-01-012020-06-300000936340us-gaap:EquityMethodInvesteeMemberdte:NEXUSMemberdte:DTEEnergyTradingMember2019-01-012019-06-30


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended June 30, 2020
Or
TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DTE-20200630_G1.JPG
Commission File Number: 1-11607
DTE Energy Company
Michigan 38-3217752
(State or other jurisdiction of incorporation or organization) (I.R.S Employer Identification No.)
Commission File Number: 1-2198
DTE Electric Company
Michigan 38-0478650
(State or other jurisdiction of incorporation or organization) (I.R.S Employer Identification No.)
Registrants address of principal executive offices: One Energy Plaza, Detroit, Michigan 48226-1279
Registrants telephone number, including area code: (313) 235-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Exchange on which Registered
Common stock, without par value
DTE
New York Stock Exchange
2012 Series C 5.25% Junior Subordinated Debentures due 2062
DTQ
New York Stock Exchange
2016 Series B 5.375% Junior Subordinated Debentures due 2076
DTJ
New York Stock Exchange
2016 Series F 6.00% Junior Subordinated Debentures due 2076
DTY
New York Stock Exchange
2017 Series E 5.25% Junior Subordinated Debentures due 2077
DTW
New York Stock Exchange
2019 6.25% Corporate Units DTP
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
DTE Energy Company (DTE Energy)
Yes
No
DTE Electric Company (DTE Electric)
Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
DTE Energy
Yes
No
DTE Electric
Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



DTE Energy Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company
DTE Electric Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
DTE Energy
Yes
No
DTE Electric
Yes
No
Number of shares of Common Stock outstanding at June 30, 2020:
Registrant Description Shares
DTE Energy Common Stock, without par value 192,650,741   
DTE Electric Common Stock, $10 par value, indirectly-owned by DTE Energy 138,632,324   
This combined Form 10-Q is filed separately by two registrants: DTE Energy and DTE Electric. Information contained herein relating to any individual registrant is filed by such registrant solely on its own behalf. DTE Electric makes no representation as to information relating exclusively to DTE Energy.
DTE Electric, an indirect wholly-owned subsidiary of DTE Energy, meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format specified in General Instructions H(2) of Form 10-Q.




TABLE OF CONTENTS
Page
1
4
4
6
12
18
18
21
25
26
29
31
32
33
40
44
45
46
47
53
55
56
58
75
78
79
79
80
81
82




DEFINITIONS
ACE Affordable Clean Energy
AFUDC Allowance for Funds Used During Construction
AMT Alternative Minimum Tax
ASU Accounting Standards Update issued by the FASB
Blue Union Blue Union gathering system is a midstream natural gas asset located in the Haynesville shale formation of Louisiana. DTE Energy purchased 100% of Blue Union in December 2019 and this asset is part of DTE Energy's Gas Storage and Pipelines segment
CAD Canadian Dollar (C$)
CARB California Air Resources Board that administers California's Low Carbon Fuel Standard
CCR Coal Combustion Residuals
CFTC U.S. Commodity Futures Trading Commission
COVID-19 Coronavirus disease of 2019
DTE Electric DTE Electric Company (an indirect wholly-owned subsidiary of DTE Energy) and subsidiary companies
DTE Energy DTE Energy Company, directly or indirectly the parent of DTE Electric, DTE Gas, and numerous non-utility subsidiaries
DTE Gas DTE Gas Company (an indirect wholly-owned subsidiary of DTE Energy) and subsidiary companies
DTE Sustainable Generation DTE Sustainable Generation Holdings, LLC (an indirect wholly-owned subsidiary of DTE Energy) and subsidiary companies
EGLE Michigan Department of Environment, Great Lakes, and Energy, formerly known as Michigan Department of Environmental Quality
EGU Electric Generating Unit
ELG Effluent Limitations Guidelines
EPA U.S. Environmental Protection Agency
Equity units DTE Energy's 2019 equity units issued in November 2019, which were used to finance the Gas Storage and Pipelines acquisition on December 4, 2019
FASB Financial Accounting Standards Board
FERC Federal Energy Regulatory Commission
FGD Flue Gas Desulfurization
FOV Finding of Violation
FTRs Financial Transmission Rights are financial instruments that entitle the holder to receive payments related to costs incurred for congestion on the transmission grid.
GCR A Gas Cost Recovery mechanism authorized by the MPSC that allows DTE Gas to recover through rates its natural gas costs.
GHGs Greenhouse gases
LEAP Louisiana Energy Access Project gathering pipeline is a midstream natural gas asset located in the Haynesville shale formation of Louisiana. DTE Energy purchased 100% of LEAP in December 2019 and this asset is part of DTE Energy's Gas Storage and Pipelines segment
LIBOR London Inter-Bank Offered Rates
MGP Manufactured Gas Plant
MPSC Michigan Public Service Commission
1



DEFINITIONS
MTM Mark-to-market
NAV Net Asset Value
NEXUS NEXUS Gas Transmission, LLC, a joint venture in which DTE Energy owns a 50% partnership interest
Non-utility An entity that is not a public utility. Its conditions of service, prices of goods and services, and other operating related matters are not directly regulated by the MPSC
NOV Notice of Violation
NOX
Nitrogen Oxides
NPDES National Pollutant Discharge Elimination System
NRC U.S. Nuclear Regulatory Commission
PG&E Pacific Gas and Electric Corporation
Production tax credits Tax credits as authorized under Sections 45K and 45 of the Internal Revenue Code that are designed to stimulate investment in and development of alternate fuel sources. The amount of a production tax credit can vary each year as determined by the Internal Revenue Service.
PSCR A Power Supply Cost Recovery mechanism authorized by the MPSC that allows DTE Electric to recover through rates its fuel, fuel-related, and purchased power costs.
REC Renewable Energy Credit
REF Reduced Emissions Fuel
Registrants DTE Energy and DTE Electric
Retail access Michigan legislation provided customers the option of access to alternative suppliers for electricity and natural gas.
RNG Renewable Natural Gas
SGG Stonewall Gas Gathering is a midstream natural gas asset located in West Virginia. DTE Energy purchased 55% of SGG in October 2016, and an additional 30% in May 2019, bringing its ownership to 85%. SGG is part of DTE Energy's Gas Storage and Pipelines segment.
SIP State Implementation Plan
SO2
Sulfur Dioxide
TCJA Tax Cuts and Jobs Act of 2017, which reduced the corporate Federal income tax rate from 35% to 21%
TCJA rate reduction Reduction in DTE Gas revenue related to Calculation C of the TCJA. DTE Gas's Calculation C case was approved by the MPSC in August 2019 to address all remaining issues relative to the TCJA, which is primarily the remeasurement of deferred taxes and how the amounts deferred as Regulatory liabilities flow to ratepayers.
Topic 606 FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as amended
TRM A Transitional Reconciliation Mechanism authorized by the MPSC that allows DTE Electric to recover through rates the deferred net incremental revenue requirement associated with the transition of City of Detroit's Public Lighting Department customers to DTE Electric's distribution system
USD United States Dollar ($)
VIE Variable Interest Entity
2



DEFINITIONS
Units of Measurement
Bcf Billion cubic feet of natural gas
BTU British thermal unit, heat value (energy content) of fuel
MMBtu One million BTU
MW Megawatt of electricity
 
MWh Megawatt-hour of electricity

3



FILING FORMAT

This combined Form 10-Q is separately filed by DTE Energy and DTE Electric. Information in this combined Form 10-Q relating to each individual Registrant is filed by such Registrant on its own behalf. DTE Electric makes no representation regarding information relating to any other companies affiliated with DTE Energy other than its own subsidiaries. Neither DTE Energy, nor any of DTE Energy’s other subsidiaries (other than DTE Electric), has any obligation in respect of DTE Electric's debt securities, and holders of such debt securities should not consider the financial resources or results of operations of DTE Energy nor any of DTE Energy’s other subsidiaries (other than DTE Electric and its own subsidiaries (in relevant circumstances)) in making a decision with respect to DTE Electric's debt securities. Similarly, none of DTE Electric nor any other subsidiary of DTE Energy has any obligation in respect to debt securities of DTE Energy. This combined Form 10-Q should be read in its entirety. No one section of this combined Form 10-Q deals with all aspects of the subject matter of this combined Form 10-Q. This combined Form 10-Q should be read in conjunction with the Consolidated Financial Statements and Combined Notes to Consolidated Financial Statements and with Management's Discussion and Analysis included in the combined DTE Energy and DTE Electric 2019 Annual Report on Form 10-K.

FORWARD-LOOKING STATEMENTS
Certain information presented herein includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, and businesses of the Registrants. Words such as "anticipate," "believe," "expect," "may," "could," "projected," "aspiration," "plans," and "goals" signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to numerous assumptions, risks, and uncertainties that may cause actual future results to be materially different from those contemplated, projected, estimated, or budgeted. Many factors may impact forward-looking statements of the Registrants including, but not limited to, the following:
the duration and impact of the COVID-19 pandemic on the Registrants and customers;
impact of regulation by the EPA, the FERC, the MPSC, the NRC, and for DTE Energy, the CFTC and CARB, as well as other applicable governmental proceedings and regulations, including any associated impact on rate structures;
the amount and timing of cost recovery allowed as a result of regulatory proceedings, related appeals, or new legislation, including legislative amendments and retail access programs;
economic conditions and population changes in the Registrants' geographic area resulting in changes in demand, customer conservation, and thefts of electricity and, for DTE Energy, natural gas;
the operational failure of electric or gas distribution systems or infrastructure;
impact of volatility of prices in the oil and gas markets on DTE Energy's gas storage and pipelines operations and volatility in the short-term natural gas storage markets impacting third-party storage revenues related to DTE Energy;
impact of volatility in prices in the international steel markets on DTE Energy's power and industrial projects operations;
the risk of a major safety incident;
environmental issues, laws, regulations, and the increasing costs of remediation and compliance, including actual and potential new federal and state requirements;
the cost of protecting assets against, or damage due to, cyber incidents and terrorism;
health, safety, financial, environmental, and regulatory risks associated with ownership and operation of nuclear facilities;
volatility in commodity markets, deviations in weather, and related risks impacting the results of DTE Energy's energy trading operations;
changes in the cost and availability of coal and other raw materials, purchased power, and natural gas;
4


advances in technology that produce power, store power, or reduce power consumption;
changes in the financial condition of significant customers and strategic partners;
the potential for losses on investments, including nuclear decommissioning and benefit plan assets and the related increases in future expense and contributions;
access to capital markets and the results of other financing efforts which can be affected by credit agency ratings;
instability in capital markets which could impact availability of short and long-term financing;
the timing and extent of changes in interest rates;
the level of borrowings;
the potential for increased costs or delays in completion of significant capital projects;
changes in, and application of, federal, state, and local tax laws and their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings, and audits;
the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers;
unplanned outages;
employee relations and the impact of collective bargaining agreements;
the availability, cost, coverage, and terms of insurance and stability of insurance providers;
cost reduction efforts and the maximization of plant and distribution system performance;
the effects of competition;
changes in and application of accounting standards and financial reporting regulations;
changes in federal or state laws and their interpretation with respect to regulation, energy policy, and other business issues;
contract disputes, binding arbitration, litigation, and related appeals; and
the risks discussed in the Registrants' public filings with the Securities and Exchange Commission.
New factors emerge from time to time. The Registrants cannot predict what factors may arise or how such factors may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which such statements are made. The Registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.
5


Part I — Financial Information
Item 1. Financial Statements

DTE Energy Company

Consolidated Statements of Operations (Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions, except per share amounts)
Operating Revenues
Utility operations $ 1,542    $ 1,417    $ 3,275    $ 3,281   
Non-utility operations 1,041    1,471    2,330    3,121   
2,583    2,888    5,605    6,402   
Operating Expenses
Fuel, purchased power, and gas — utility 374    360    841    942   
Fuel, purchased power, and gas — non-utility 789    1,258    1,757    2,643   
Operation and maintenance 564    560    1,143    1,151   
Depreciation and amortization 350    305    703    601   
Taxes other than income 84    92    203    210   
Asset (gains) losses and impairments, net 55    13    45    13   
2,216    2,588    4,692    5,560   
Operating Income 367    300    913    842   
Other (Income) and Deductions
Interest expense 179    154    354    306   
Interest income (6)   (3)   (16)   (7)  
Non-operating retirement benefits, net   10    15    19   
Other income (101)   (73)   (166)   (161)  
Other expenses   12    52    23   
84    100    239    180   
Income Before Income Taxes 283    200    674    662   
Income Tax Expense   21    55    75   
Net Income 277    179    619    587   
Less: Net Income (Loss) Attributable to Noncontrolling Interests —    (3)      
Net Income Attributable to DTE Energy Company $ 277    $ 182    $ 617    $ 583   
Basic Earnings per Common Share
Net Income Attributable to DTE Energy Company $ 1.44    $ 0.99    $ 3.20    $ 3.19   
Diluted Earnings per Common Share
Net Income Attributable to DTE Energy Company $ 1.44    $ 0.99    $ 3.20    $ 3.18   
Weighted Average Common Shares Outstanding
Basic 192    183    192    183   
Diluted 193    184    192    183   
See Combined Notes to Consolidated Financial Statements (Unaudited)
6


DTE Energy Company

Consolidated Statements of Comprehensive Income (Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Net Income $ 277    $ 179    $ 619    $ 587   
Other comprehensive income (loss), net of tax:
Benefit obligations, net of taxes of $1, $1, $2, and $2 respectively
       
Net unrealized gains (losses) on derivatives during the period, net of taxes of $1, $(2), $1, and $(3), respectively
  (6)     (9)  
Foreign currency translation   —    —     
Other comprehensive income (loss)   (3)     (1)  
Comprehensive income 281    176    626    586   
Less: Comprehensive income (loss) attributable to noncontrolling interests —    (3)      
Comprehensive Income Attributable to DTE Energy Company $ 281    $ 179    $ 624    $ 582   

See Combined Notes to Consolidated Financial Statements (Unaudited)
7


DTE Energy Company

Consolidated Statements of Financial Position (Unaudited)
June 30, December 31,
2020 2019
(In millions)
ASSETS
Current Assets
Cash and cash equivalents $ 579    $ 93   
Restricted cash 42    —   
Accounts receivable (less allowance for doubtful accounts of $84 and $91, respectively)
Customer 1,375    1,642   
Other 371    245   
Inventories
Fuel and gas 349    373   
Materials and supplies 436    386   
Derivative assets 105    133   
Regulatory assets 59     
Other 181    209   
3,497    3,086   
Investments
Nuclear decommissioning trust funds 1,603    1,661   
Investments in equity method investees 1,855    1,862   
Other 256    265   
3,714    3,788   
Property
Property, plant, and equipment 36,684    35,072   
Accumulated depreciation and amortization (9,960)   (9,755)  
26,724    25,317   
Other Assets
Goodwill 2,465    2,464   
Regulatory assets 4,239    4,171   
Intangible assets 2,380    2,393   
Notes receivable 228    202   
Derivative assets 43    41   
Prepaid postretirement costs 113    69   
Operating lease right-of-use assets 161    169   
Other 175    182   
9,804    9,691   
Total Assets $ 43,739    $ 41,882   

See Combined Notes to Consolidated Financial Statements (Unaudited)
8


DTE Energy Company

Consolidated Statements of Financial Position (Unaudited) — (Continued)
June 30, December 31,
2020 2019
(In millions, except shares)
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable $ 1,025    $ 1,076   
Accrued interest 159    147   
Dividends payable 390    195   
Short-term borrowings 914    828   
Current portion long-term debt, including finance leases 670    687   
Derivative liabilities 52    83   
Gas inventory equalization 29    —   
Regulatory liabilities 25    65   
Operating lease liabilities 32    33   
Acquisition related deferred payment 384    379   
Other 516    504   
4,196    3,997   
Long-Term Debt (net of current portion)
Mortgage bonds, notes, and other 16,186    14,778   
Junior subordinated debentures 1,146    1,146   
Finance lease liabilities   11   
17,341    15,935   
Other Liabilities    
Deferred income taxes 2,650    2,315   
Regulatory liabilities 3,203    3,264   
Asset retirement obligations 2,754    2,672   
Unamortized investment tax credit 163    166   
Derivative liabilities 33    86   
Accrued pension liability 779    808   
Nuclear decommissioning 241    249   
Operating lease liabilities 121    127   
Other 366    427   
10,310    10,114   
Commitments and Contingencies (Notes 6 and 13)
Equity
Common stock (No par value, 400,000,000 shares authorized, and 192,650,741 and 192,208,533 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively)
5,247    5,233   
Retained earnings 6,618    6,587   
Accumulated other comprehensive loss (141)   (148)  
Total DTE Energy Company Equity 11,724    11,672   
Noncontrolling interests 168    164   
Total Equity 11,892    11,836   
Total Liabilities and Equity $ 43,739    $ 41,882   

See Combined Notes to Consolidated Financial Statements (Unaudited)
9


DTE Energy Company

Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended June 30,
2020 2019
(In millions)
Operating Activities
Net Income $ 619    $ 587   
Adjustments to reconcile Net Income to Net cash from operating activities:
Depreciation and amortization 703    601   
Nuclear fuel amortization 13    30   
Allowance for equity funds used during construction (13)   (13)  
Deferred income taxes 286    80   
Equity earnings of equity method investees (59)   (43)  
Dividends from equity method investees 81    89   
Asset (gains) losses and impairments, net 49    13   
Changes in assets and liabilities:
Accounts receivable, net 156    369   
Inventories (24)   46   
Prepaid postretirement benefit costs (44)   (38)  
Accounts payable (78)   (247)  
Gas inventory equalization 29    45   
Accrued pension liability (29)   (122)  
Derivative assets and liabilities (58)   (20)  
Regulatory assets and liabilities (67)   142   
Other current and noncurrent assets and liabilities 117    (152)  
Net cash from operating activities 1,681    1,367   
Investing Activities
Plant and equipment expenditures — utility (1,599)   (1,294)  
Plant and equipment expenditures — non-utility (424)   (102)  
Acquisitions related to business combinations, net of cash acquired (126)   —   
Proceeds from sale of assets   —   
Proceeds from sale of nuclear decommissioning trust fund assets 1,238    396   
Investment in nuclear decommissioning trust funds (1,238)   (399)  
Distributions from equity method investees    
Contributions to equity method investees (17)   (38)  
Notes receivable (24)   (62)  
Other (5)   (20)  
Net cash used for investing activities (2,185)   (1,514)  
Financing Activities
Issuance of long-term debt, net of issuance costs 1,685    1,438   
Redemption of long-term debt (300)   —   
Short-term borrowings, net 86    (606)  
Dividends paid on common stock (390)   (345)  
Contributions from noncontrolling interests, principally REF entities 15    17   
Distributions to noncontrolling interests (13)   (31)  
Purchases of noncontrolling interest, principally SGG —    (300)  
Other (51)   (40)  
Net cash from financing activities 1,032    133   
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash 528    (14)  
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 93    76   
Cash, Cash Equivalents, and Restricted Cash at End of Period $ 621    $ 62   
Supplemental disclosure of non-cash investing and financing activities
Plant and equipment expenditures in accounts payable $ 340    $ 270   
See Combined Notes to Consolidated Financial Statements (Unaudited)
10


DTE Energy Company

Consolidated Statements of Changes in Equity (Unaudited)
Retained Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests
Common Stock
Shares Amount Total
(Dollars in millions, shares in thousands)
Balance, December 31, 2019 192,209    $ 5,233    $ 6,587    $ (148)   $ 164    $ 11,836   
Net Income —    —    340    —      342   
Dividends declared on common stock ($1.01 per Common Share)
—    —    (195)   —    —    (195)  
Other comprehensive income, net of tax —    —    —      —     
Stock-based compensation, net distributions to noncontrolling interests, and other 403      —    —    —     
Balance, March 31, 2020 192,612    $ 5,235    $ 6,732    $ (145)   $ 166    $ 11,988   
Net Income —    —    277    —    —    277   
Dividends declared on common stock ($2.03 per Common Share)
—    —    (390)   —    —    (390)  
Other comprehensive income, net of tax —    —    —      —     
Stock-based compensation, net contributions from noncontrolling interests, and other 39    12    (1)   —      13   
Balance, June 30, 2020 192,651    $ 5,247    $ 6,618    $ (141)   $ 168    $ 11,892   

Retained Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests
Common Stock
Shares Amount Total
(Dollars in millions, shares in thousands)
Balance, December 31, 2018 181,925    $ 4,245    $ 6,112    $ (120)   $ 480    $ 10,717   
Implementation of ASU 2018-02 —    —    25    (25)   —    —   
Net Income —    —    401    —      408   
Dividends declared on common stock ($0.95 per Common Share)
—    —    (173)   —    —    (173)  
Contribution of common stock to pension plan 815    100    —    —    —    100   
Other comprehensive income, net of tax —    —    —      —     
Stock-based compensation, net distributions to noncontrolling interests, and other 472    (21)   (1)   —    (12)   (34)  
Balance, March 31, 2019 183,212    $ 4,324    $ 6,364    $ (143)   $ 475    $ 11,020   
Net Income (Loss) —    —    182    —    (3)   179   
Dividends declared on common stock ($1.89 per Common Share)
—    —    (347)   —    —    (347)  
Other comprehensive loss, net of tax —    —    —    (3)   —    (3)  
Purchase of noncontrolling interests, principally SGG —    (3)   —    —    (297)   (300)  
Stock-based compensation, net distributions to noncontrolling interests, and other 90    23    (1)   —    (2)   20   
Balance, June 30, 2019 183,302    $ 4,344    $ 6,198    $ (146)   $ 173    $ 10,569   

See Combined Notes to Consolidated Financial Statements (Unaudited)

11


DTE Electric Company

Consolidated Statements of Operations (Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Operating Revenues — Utility operations $ 1,309    $ 1,190    $ 2,521    $ 2,425   
Operating Expenses
Fuel and purchased power — utility 342    322    639    668   
Operation and maintenance 353    334    713    692   
Depreciation and amortization 252    229    510    450   
Taxes other than income 58    69    141    153   
Asset (gains) losses and impairments, net 41    13    41    13   
1,046    967    2,044    1,976   
Operating Income 263    223    477    449   
Other (Income) and Deductions
Interest expense 85    78    166    154   
Interest income —    —    (2)   (1)  
Other income (37)   (25)   (50)   (58)  
Other expenses   12    48    20   
55    65    162    115   
Income Before Income Taxes 208    158    315    334   
Income Tax Expense 25    25    38    54   
Net Income $ 183    $ 133    $ 277    $ 280   

See Combined Notes to Consolidated Financial Statements (Unaudited)
12


DTE Electric Company

Consolidated Statements of Comprehensive Income (Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Net Income $ 183    $ 133    $ 277    $ 280   
Other comprehensive income —    —    —    —   
Comprehensive Income $ 183    $ 133    $ 277    $ 280   

See Combined Notes to Consolidated Financial Statements (Unaudited)
13


DTE Electric Company

Consolidated Statements of Financial Position (Unaudited)
June 30, December 31,
2020 2019
(In millions)
ASSETS
Current Assets
Cash and cash equivalents $ 336    $ 12   
Accounts receivable (less allowance for doubtful accounts of $44 and $46, respectively)
Customer 763    729   
Affiliates 23    25   
Other 71    41   
Inventories
Fuel 206    187   
Materials and supplies 293    280   
Regulatory assets 57     
Other 70    78   
1,819    1,357   
Investments
Nuclear decommissioning trust funds 1,603    1,661   
Other 37    38   
1,640    1,699   
Property
Property, plant, and equipment 25,213    24,279   
Accumulated depreciation and amortization (6,823)   (6,706)  
18,390    17,573   
Other Assets
Regulatory assets 3,545    3,448   
Intangible assets 15    15   
Prepaid postretirement costs — affiliates 266    266   
Operating lease right-of-use assets 81    87   
Other 134    143   
4,041    3,959   
Total Assets $ 25,890    $ 24,588   

See Combined Notes to Consolidated Financial Statements (Unaudited)
14


DTE Electric Company

Consolidated Statements of Financial Position (Unaudited) — (Continued)
June 30, December 31,
2020 2019
(In millions, except shares)
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Accounts payable
Affiliates $ 52    $ 59   
Other 438    406   
Accrued interest 93    84   
Current portion long-term debt, including finance leases 619    636   
Regulatory liabilities 13    40   
Short-term borrowings
Affiliates 107    97   
Other 200    354   
Operating lease liabilities 12    12   
Other 168    155   
1,702    1,843   
Long-Term Debt (net of current portion)
Mortgage bonds, notes, and other 7,951    6,548   
Finance lease liabilities    
7,953    6,552   
Other Liabilities
Deferred income taxes 2,422    2,355   
Regulatory liabilities 2,498    2,546   
Asset retirement obligations 2,522    2,447   
Unamortized investment tax credit 163    166   
Nuclear decommissioning 241    249   
Accrued pension liability — affiliates 704    717   
Accrued postretirement liability — affiliates 338    367   
Operating lease liabilities 62    67   
Other 82    84   
9,032    8,998   
Commitments and Contingencies (Notes 6 and 13)
Shareholder’s Equity
Common stock ($10 par value, 400,000,000 shares authorized, and 138,632,324 shares issued and outstanding for both periods)
4,811    4,811   
Retained earnings 2,392    2,384   
Total Shareholder’s Equity 7,203    7,195   
Total Liabilities and Shareholder’s Equity $ 25,890    $ 24,588   

See Combined Notes to Consolidated Financial Statements (Unaudited)
15


DTE Electric Company

Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended June 30,
2020 2019
(In millions)
Operating Activities
Net Income $ 277    $ 280   
Adjustments to reconcile Net Income to Net cash from operating activities:
Depreciation and amortization 510    450   
Nuclear fuel amortization 13    30   
Allowance for equity funds used during construction (12)   (12)  
Deferred income taxes 26    38   
Asset (gains) losses and impairments, net 41    13   
Changes in assets and liabilities:
Accounts receivable, net (62)   53   
Inventories (32)   (12)  
Accounts payable 42    (13)  
Accrued pension liability — affiliates (13)   (105)  
Accrued postretirement liability — affiliates (29)   (24)  
Regulatory assets and liabilities (91)   137   
Other current and noncurrent assets and liabilities 87    (169)  
Net cash from operating activities 757    666   
Investing Activities
Plant and equipment expenditures (1,381)   (1,073)  
Notes receivable, including affiliates (2)   (5)  
Proceeds from sale of nuclear decommissioning trust fund assets 1,238    396   
Investment in nuclear decommissioning trust funds (1,238)   (399)  
Other (4)   (19)  
Net cash used for investing activities (1,387)   (1,100)  
Financing Activities
Issuance of long-term debt, net of issuance costs 1,685    643   
Redemption of long-term debt (300)   —   
Short-term borrowings, net — affiliate 10    194   
Short-term borrowings, net — other (154)   (149)  
Dividends paid on common stock (269)   (247)  
Other (18)   (16)  
Net cash from financing activities 954    425   
Net Increase (Decrease) in Cash and Cash Equivalents 324    (9)  
Cash and Cash Equivalents at Beginning of Period 12    18   
Cash and Cash Equivalents at End of Period $ 336    $  
Supplemental disclosure of non-cash investing and financing activities
Plant and equipment expenditures in accounts payable $ 170    $ 159   

See Combined Notes to Consolidated Financial Statements (Unaudited)
16


DTE Electric Company

Consolidated Statements of Changes in Shareholder's Equity (Unaudited)
Additional Paid-in Capital Retained Earnings
Common Stock
Shares Amount Total
(Dollars in millions, shares in thousands)
Balance, December 31, 2019 138,632    $ 1,386    $ 3,425    $ 2,384    $ 7,195   
Net Income —    —    —    94    94   
Dividends declared on common stock —    —    —    (135)   (135)  
Balance, March 31, 2020 138,632    1,386    3,425    2,343    7,154   
Net Income —    —    —    183    183   
Dividends declared on common stock —    —    —    (134)   (134)  
Balance, June 30, 2020 138,632    $ 1,386    $ 3,425    $ 2,392    $ 7,203   

Additional Paid-in Capital Retained Earnings
Common Stock
Shares Amount Total
(Dollars in millions, shares in thousands)
Balance, December 31, 2018 138,632    $ 1,386    $ 3,245    $ 2,162    $ 6,793   
Net Income —    —    —    147    147   
Dividends declared on common stock —    —    —    (124)   (124)  
Balance, March 31, 2019 138,632    1,386    3,245    2,185    6,816   
Net Income —    —    —    133    133   
Dividends declared on common stock —    —    —    (123)   (123)  
Balance, June 30, 2019 138,632    $ 1,386    $ 3,245    $ 2,195    $ 6,826   

See Combined Notes to Consolidated Financial Statements (Unaudited)
17


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited)
Index of Combined Notes to Consolidated Financial Statements (Unaudited)
The Combined Notes to Consolidated Financial Statements (Unaudited) are a combined presentation for DTE Energy and DTE Electric. The following list indicates the Registrant(s) to which each note applies:
Note 1 Organization and Basis of Presentation DTE Energy and DTE Electric
Note 2 Significant Accounting Policies DTE Energy and DTE Electric
Note 3 New Accounting Pronouncements DTE Energy and DTE Electric
Note 4 Acquisitions DTE Energy
Note 5 Revenue DTE Energy and DTE Electric
Note 6 Regulatory Matters DTE Energy and DTE Electric
Note 7 Earnings per Share DTE Energy
Note 8 Fair Value DTE Energy and DTE Electric
Note 9 Financial and Other Derivative Instruments DTE Energy and DTE Electric
Note 10 Long-Term Debt DTE Energy and DTE Electric
Note 11 Short-Term Credit Arrangements and Borrowings DTE Energy and DTE Electric
Note 12 Leases DTE Energy and DTE Electric
Note 13 Commitments and Contingencies DTE Energy and DTE Electric
Note 14 Retirement Benefits and Trusteed Assets DTE Energy and DTE Electric
Note 15 Segment and Related Information DTE Energy
Note 16 Related Party Transactions DTE Energy and DTE Electric

NOTE 1 — ORGANIZATION AND BASIS OF PRESENTATION
Corporate Structure
DTE Energy owns the following businesses:
DTE Electric is a public utility engaged in the generation, purchase, distribution, and sale of electricity to approximately 2.2 million customers in southeastern Michigan;
DTE Gas is a public utility engaged in the purchase, storage, transportation, distribution, and sale of natural gas to approximately 1.3 million customers throughout Michigan and the sale of storage and transportation capacity; and
Other businesses primarily involved in 1) services related to the gathering, transportation, and storage of natural gas; 2) power and industrial projects; and 3) energy marketing and trading operations.
DTE Electric and DTE Gas are regulated by the MPSC. Certain activities of DTE Electric and DTE Gas, as well as various other aspects of businesses under DTE Energy, are regulated by the FERC. In addition, the Registrants are regulated by other federal and state regulatory agencies including the NRC, the EPA, the EGLE, and for DTE Energy, the CFTC.
Basis of Presentation
The Consolidated Financial Statements should be read in conjunction with the Combined Notes to Consolidated Financial Statements included in the combined DTE Energy and DTE Electric 2019 Annual Report on Form 10-K.
The accompanying Consolidated Financial Statements of the Registrants are prepared using accounting principles generally accepted in the United States of America. These accounting principles require management to use estimates and assumptions that impact reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from the Registrants' estimates.
18


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The Consolidated Financial Statements are unaudited but, in the Registrants' opinions, include all adjustments necessary to present a fair statement of the results for the interim periods. All adjustments are of a normal recurring nature, except as otherwise disclosed in these Consolidated Financial Statements and Combined Notes to Consolidated Financial Statements. Financial results for this interim period are not necessarily indicative of results that may be expected for any other interim period or for the fiscal year ending December 31, 2020.
The information in these combined notes relates to each of the Registrants as noted in the Index of Combined Notes to Consolidated Financial Statements. However, DTE Electric does not make any representation as to information related solely to DTE Energy or the subsidiaries of DTE Energy other than itself.
Principles of Consolidation
The Registrants consolidate all majority-owned subsidiaries and investments in entities in which they have controlling influence. Non-majority owned investments are accounted for using the equity method when the Registrants are able to significantly influence the operating policies of the investee. When the Registrants do not influence the operating policies of an investee, the cost method is used. These Consolidated Financial Statements also reflect the Registrants' proportionate interests in certain jointly-owned utility plants. The Registrants eliminate all intercompany balances and transactions.
The Registrants evaluate whether an entity is a VIE whenever reconsideration events occur. The Registrants consolidate VIEs for which they are the primary beneficiary. If a Registrant is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity method of accounting. When assessing the determination of the primary beneficiary, a Registrant considers all relevant facts and circumstances, including: the power, through voting or similar rights, to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE. The Registrants perform ongoing reassessments of all VIEs to determine if the primary beneficiary status has changed.
Legal entities within DTE Energy's Power and Industrial Projects segment enter into long-term contractual arrangements with customers to supply energy-related products or services. The entities are generally designed to pass-through the commodity risk associated with these contracts to the customers, with DTE Energy retaining operational and customer default risk. These entities generally are VIEs and consolidated when DTE Energy is the primary beneficiary. In addition, DTE Energy has interests in certain VIEs through which control of all significant activities is shared with partners, and therefore are generally accounted for under the equity method.
DTE Energy currently owns an 85% interest in SGG, which owns and operates midstream natural gas assets. SGG has contracts through which certain construction risk is designed to pass-through to the customers, with DTE Energy retaining operational and customer default risk. SGG is a VIE with DTE Energy as the primary beneficiary.
The Registrants have variable interests in NEXUS, which include DTE Energy's 50% ownership interest and DTE Electric's transportation services contract. NEXUS is a joint venture which owns a 256-mile pipeline to transport Utica and Marcellus shale gas to Ohio, Michigan, and Ontario market centers. NEXUS also owns Generation Pipeline, LLC, a 23-mile regulated pipeline system located in northern Ohio, which was acquired in September 2019. NEXUS is a VIE as it has insufficient equity at risk to finance its activities. The Registrants are not the primary beneficiaries, as the power to direct significant activities is shared between the owners of the equity interests. DTE Energy accounts for its ownership interest in NEXUS under the equity method.
The Registrants hold ownership interests in certain limited partnerships. The limited partnerships include investment funds which support regional development and economic growth, as well as, an operational business providing energy-related products. These entities are generally VIEs as a result of certain characteristics of the limited partnership voting rights. The ownership interests are accounted for under the equity method as the Registrants are not the primary beneficiaries.
19


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
DTE Energy has variable interests in VIEs through certain of its long-term purchase and sale contracts. DTE Electric has variable interests in VIEs through certain of its long-term purchase contracts, including the transportation services contract with NEXUS. As of June 30, 2020, the carrying amount of assets and liabilities in DTE Energy's Consolidated Statements of Financial Position that relate to its variable interests under long-term purchase and sale contracts are predominantly related to working capital accounts and generally represent the amounts owed by or to DTE Energy for the deliveries associated with the current billing cycle under the contracts. As of June 30, 2020, the carrying amount of assets and liabilities in DTE Electric's Consolidated Statements of Financial Position that relate to its variable interests under long-term purchase contracts are predominantly related to working capital accounts and generally represent the amounts owed by DTE Electric for the deliveries associated with the current billing cycle under the contracts. The Registrants have not provided any significant form of financial support associated with these long-term contracts. There is no material potential exposure to loss as a result of DTE Energy's variable interests through these long-term purchase and sale contracts. In addition, there is no material potential exposure to loss as a result of DTE Electric's variable interests through these long-term purchase contracts.
The maximum risk exposure for consolidated VIEs is reflected on the Registrants' Consolidated Statements of Financial Position and, for DTE Energy, in Note 13 to the Consolidated Financial Statements, "Commitments and Contingencies," related to the REF guarantees and indemnities. For non-consolidated VIEs, the maximum risk exposure of the Registrants is generally limited to their investment, notes receivable, future funding commitments, and amounts which DTE Energy has guaranteed. See Note 13 to the Consolidated Financial Statements, "Commitments and Contingencies," for further discussion of the NEXUS guarantee arrangements.
The following table summarizes the major Consolidated Statements of Financial Position items for consolidated VIEs as of June 30, 2020 and December 31, 2019. All assets and liabilities of a consolidated VIE are presented where it has been determined that a consolidated VIE has either (1) assets that can be used only to settle obligations of the VIE or (2) liabilities for which creditors do not have recourse to the general credit of the primary beneficiary. VIEs, in which DTE Energy holds a majority voting interest and is the primary beneficiary, that meet the definition of a business and whose assets can be used for purposes other than the settlement of the VIE's obligations have been excluded from the table below.
Amounts for DTE Energy's consolidated VIEs are as follows:
June 30, 2020 December 31, 2019
SGG(a)
Other Total
SGG(a)
Other Total
(In millions)
ASSETS
Cash and cash equivalents $ 26    $ 16    $ 42    $ 16    $ 11    $ 27   
Accounts receivable   24    32      19    27   
Inventories —    98    98    —    74    74   
Property, plant, and equipment, net 406    28    434    410    33    443   
Goodwill 25    —    25    25    —    25   
Intangible assets 535    —    535    542    —    542   
Other current and long-term assets —          —     
$ 1,000    $ 174    $ 1,174    $ 1,003    $ 137    $ 1,140   
LIABILITIES
Accounts payable and accrued current liabilities $ —    $ 13    $ 13    $   $ 13    $ 15   
Short term borrowings —    14    14    —    —    —   
Other current and long-term liabilities     14        14   
$   $ 34    $ 41    $   $ 20    $ 29   
_____________________________________
(a)Amounts shown are 100% of SGG's assets and liabilities, of which DTE Energy owns 85% at June 30, 2020 and December 31, 2019.
20


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Amounts for DTE Energy's non-consolidated VIEs are as follows:
June 30, 2020 December 31, 2019
(In millions)
Investments in equity method investees $ 1,500    $ 1,503   
Notes receivable $ 34    $ 21   
Future funding commitments $ 32    $ 63   

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
Other Income
The following is a summary of DTE Energy's Other income:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Equity earnings of equity method investees $ 30    $ 20    $ 59    $ 43   
Income from REF entities 29    29    52    56   
Gains from equity and fixed income securities 22      22    24   
Allowance for equity funds used during construction     13    13   
Contract services     13    14   
Other       11   
$ 101    $ 73    $ 166    $ 161   
The following is a summary of DTE Electric's Other income:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Gains from equity and fixed income securities allocated from DTE Energy $ 22    $   $ 22    $ 24   
Contract services     13    16   
Allowance for equity funds used during construction     12    12   
Other        
$ 37    $ 25    $ 50    $ 58   
Changes in Accumulated Other Comprehensive Income (Loss)
Comprehensive income (loss) is the change in common shareholders' equity during a period from transactions and events from non-owner sources, including Net Income. The amounts recorded to Accumulated other comprehensive income (loss) for DTE Energy include changes in benefit obligations, consisting of deferred actuarial losses and prior service costs, unrealized gains and losses from derivatives accounted for as cash flow hedges, and foreign currency translation adjustments. DTE Energy releases income tax effects from accumulated other comprehensive income when the circumstances upon which they are premised cease to exist.
Changes in Accumulated other comprehensive income (loss) are presented in DTE Energy's Consolidated Statements of Changes in Equity and DTE Electric's Consolidated Statements of Changes in Shareholder's Equity. For the three and six months ended June 30, 2020, reclassifications out of Accumulated other comprehensive income (loss) were not material.
On January 1, 2019, DTE Energy reclassified $25 million of stranded tax effects resulting from the TCJA from Accumulated other comprehensive income (loss) to Retained Earnings. The reclassification was recorded upon adoption of ASU No. 2018-02, Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. For the three and six months ended June 30, 2019, reclassifications out of Accumulated other comprehensive income (loss) not relating to the adoption of this standard were not material.
21


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Income Taxes
The interim effective tax rates of the Registrants are as follows:
Effective Tax Rate
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
DTE Energy % 11  % % 11  %
DTE Electric 12  % 16  % 12  % 16  %
These tax rates are affected by estimated annual permanent items, including AFUDC equity, production tax credits, and other flow-through items, as well as discrete items that may occur in any given period, but are not consistent from period to period.
The 9% decrease in DTE Energy's effective tax rate for the three months ended June 30, 2020 was primarily due to the carryback of the 2018 net operating loss due to the CARES Act of 12% and higher amortization of the TCJA regulatory liability of 2%, partially offset by a decrease in annual production tax credits of 4%. Refer below for additional information regarding the CARES Act and related tax impacts. The 3% decrease in DTE Energy's effective tax rate for the six months ended June 30, 2020 was primarily due to the 2018 net operating loss carryback of 5% and higher amortization of the TCJA regulatory liability of 2%, partially offset by a decrease in production tax credits of 3%.
The 4% decrease in DTE Electric's effective tax rate for the three and six months ended June 30, 2020 was primarily due to higher amortization of the TCJA regulatory liability of 3% and an increase in annual production tax credits of 1%.
DTE Energy had $8 million of unrecognized tax benefits at June 30, 2020, that if recognized, would favorably impact its effective tax rate. DTE Electric had $10 million of unrecognized tax benefits at June 30, 2020, that if recognized, would favorably impact its effective tax rate. The Registrants do not anticipate any material changes in unrecognized tax benefits in the next twelve months.
DTE Electric had income tax receivables with DTE Energy of $1 million and $14 million at June 30, 2020 and December 31, 2019, respectively.
In March 2020, the "Coronavirus Aid, Relief, and Economic Security Act" (CARES Act) was signed into law and included several significant changes to the Internal Revenue Code. The CARES Act includes certain tax relief provisions applicable to the Registrants including a) the immediate refund of the corporate AMT credit, b) the ability to carryback net operating losses five years for tax years 2018 through 2020, c) the employee retention credit, and d) delayed payment of employer payroll taxes.
As of June 30, 2020, DTE Energy had a $220 million receivable recorded in anticipation of a refund from the U.S. Treasury, which is included in Accounts receivable - Other on the Consolidated Statements of Financial Position. The receivable is comprised of $153 million for the immediate refund of the 2018 remaining AMT credit balance and $67 million as a result of carrying back the 2018 net operating loss to 2013.
In addition, the carryback of the 2018 net operating loss to 2013 resulted in a $34 million reduction in Income Tax Expense for the three and six months ended June 30, 2020 due primarily to the difference in rates between the two years (35% in 2013 and 21% in 2018).
The Registrants filed a claim for employee retention credits of $6 million, of which $3 million is attributable to DTE Electric. These amounts are included in Taxes other than income in the Consolidated Statements of Operations for the three and six months ended June 30, 2020. The Registrants also deferred employer payroll taxes of $14 million, of which $8 million is attributable to DTE Electric, increasing the amount of Current Liabilities - Other on the Registrants' Consolidated Statements of Financial Position as of June 30, 2020.
Unrecognized Compensation Costs
As of June 30, 2020, DTE Energy had $99 million of total unrecognized compensation cost related to non-vested stock incentive plan arrangements. That cost is expected to be recognized over a weighted-average period of 1.66 years.
22


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Allocated Stock-Based Compensation
DTE Electric received an allocation of costs from DTE Energy associated with stock-based compensation of $7 million and $11 million for the three months ended June 30, 2020 and 2019, respectively, while such allocation was $16 million and $24 million for the six months ended June 30, 2020 and 2019, respectively.
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash on hand, cash in banks, and temporary investments purchased with remaining maturities of three months or less. Restricted cash consists of funds held in separate bank accounts to satisfy contractual obligations to fund certain construction projects and guarantee performance. Restricted cash designated for payments within one year is classified as a Current Asset.
Financing Receivables
The Registrants monitor the credit quality of their financing receivables on a regular basis by reviewing credit quality indicators and monitoring for trigger events, such as a credit rating downgrade or bankruptcy. Credit quality indicators include, but are not limited to, ratings by credit agencies where available, collection history, collateral, counterparty financial statements and other internal metrics. Utilizing such data, the Registrants have determined three internal grades of credit quality. Internal grade 1 includes financing receivables for counterparties where credit rating agencies have ranked the counterparty as investment grade. To the extent credit ratings are not available, the Registrants utilize other credit quality indicators to determine the level of risk associated with the financing receivable. Internal grade 1 may include financing receivables for counterparties for which credit rating agencies have ranked the counterparty as below investment grade, however, due to favorable information on other credit quality indicators, the Registrants have determined the risk level to be similar to that of an investment grade counterparty. Internal grade 2 includes financing receivables for counterparties with limited credit information and those with a higher risk profile based upon credit quality indicators. Internal grade 3 reflects financing receivables for which the counterparties have the greatest level of risk, including those in bankruptcy status.
The following represents the Registrants' financing receivables by year of origination, classified by internal grade of credit risk. The related credit quality indicators and risk ratings utilized to develop the internal grades have been updated through June 30, 2020.
DTE Energy DTE Electric
Year of origination
2020 2019 2018 and prior Total 2020 and prior
(In millions)
Notes receivable
Internal grade 1 $   $   $   $ 20    $ 11   
Internal grade 2 38    13      58    —   
Total notes receivable(a)
$ 40    $ 22    $ 16    $ 78    $ 11   
Net investment in leases
Net investment in leases, internal grade 1 $   $ —    $ 42    $ 50    $ —   
Net investment in leases, internal grade 2 132    —      133    —   
Total net investment in leases(a)
$ 140    $ —    $ 43    $ 183    $ —   
_______________________________________
(a)For DTE Energy, included in Current Assets — Other and Other Assets — Notes Receivable on the Consolidated Statements of Financial Position. For DTE Electric, included in Current Assets — Other and Other Assets — Other on the Consolidated Statements of Financial Position.
The allowance for doubtful accounts on accounts receivable for the utility entities is generally calculated using an aging approach that utilizes rates developed in reserve studies. DTE Electric and DTE Gas establish an allowance for uncollectible accounts based on historical losses and management's assessment of existing and future economic conditions, customer trends and other factors. Customer accounts are generally considered delinquent if the amount billed is not received by the due date, which is typically in 21 days, however, factors such as assistance programs may delay aggressive action. DTE Electric and DTE Gas generally assess late payment fees on trade receivables based on past-due terms with customers. Customer accounts are written off when collection efforts have been exhausted. The time period for write-off is 150 days after service has been terminated.
23


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The customer allowance for doubtful accounts for non-utility businesses and other receivables for both utility and non-utility businesses is generally calculated based on specific review of probable future collections based on receivable balances generally in excess of 30 days. Existing and future economic conditions, customer trends and other factors are also considered. Receivables are written off on a specific identification basis and determined based upon the specific circumstances of the associated receivable.
Notes receivable, or financing receivables, for DTE Energy are primarily comprised of finance lease receivables and loans that are included in Notes Receivable and Other current assets on DTE Energy's Consolidated Statements of Financial Position. Notes receivable, or financing receivables, for DTE Electric are primarily comprised of loans.
Notes receivable are typically considered delinquent when payment is not received for periods ranging from 60 to 120 days. The Registrants cease accruing interest (nonaccrual status), consider a note receivable impaired, and establish an allowance for credit loss when it is probable that all principal and interest amounts due will not be collected in accordance with the contractual terms of the note receivable. In determining the allowance for credit losses for notes receivable, the Registrants consider the historical payment experience and other factors that are expected to have a specific impact on the counterparty's ability to pay including existing and future economic conditions.
DTE Energy has off balance sheet exposure in the form of a revolving credit facility. Refer to Note 13, "Commitments and Contingencies," for additional information. In determining the level of credit reserve needed, DTE considers the likelihood of funding in addition to the other factors noted above. A reserve may be established when it is likely that funding will occur. Cash payments received on nonaccrual status notes receivable, that do not bring the account contractually current, are first applied to the contractually owed past due interest, with any remainder applied to principal. Accrual of interest is generally resumed when the note receivable becomes contractually current.
The following table presents a roll-forward of the activity for the Registrants' financing receivables credit loss reserves as of June 30, 2020.
DTE Energy DTE Electric
Trade accounts receivable Other receivables Total Trade and other accounts receivable
(In millions)
Beginning reserve balance, January 1, 2020 $ 87    $   $ 91    $ 46   
Current period provision 54      56    32   
Write-offs charged against allowance (89)   (2)   (91)   (51)  
Recoveries of amounts previously written off 29    (1)   28    17   
Ending reserve balance, June 30, 2020 $ 81    $   $ 84    $ 44   
The Registrants have been monitoring the impacts from the COVID-19 pandemic on our customers and various counterparties. As of June 30, 2020, the allowance for doubtful accounts has been increased by $8 million at DTE Electric and $3 million at DTE Gas to account for additional risk related to the pandemic.
In April 2020, the MPSC issued an order in response to the COVID-19 pandemic and authorized the deferral of certain uncollectible expense that is in excess of the amount used to set current rates. As a result of the order, $6 million and $2 million of uncollectible expense was deferred as Regulatory assets for DTE Electric and DTE Gas, respectively, during the second quarter of 2020. Refer to Note 6 to the Consolidated Financial Statements, "Regulatory Matters," for further information regarding the order.
For DTE Energy, uncollectible expense was $15 million and $48 million for the three and six months ended June 30, 2020, respectively, which is primarily comprised of the current period provision for allowance for doubtful accounts adjusted for regulatory deferrals. DTE Energy uncollectible expense was $24 million and $53 million for the three and six months ended June 30, 2019, respectively.
For DTE Electric, uncollectible expense was $9 million and $26 million for the three and six months ended June 30, 2020, respectively, which is primarily comprised of the current period provision adjusted for regulatory deferrals. DTE Electric uncollectible expense was $14 million and $30 million for the three and six months ended June 30, 2019, respectively.
There are no material amounts of past due financing receivables for the Registrants as of June 30, 2020.
24


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

NOTE 3 — NEW ACCOUNTING PRONOUNCEMENTS
Recently Adopted Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended. The amendments in this update have replaced the previous incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information, including forecasts, to develop credit loss estimates. The ASU requires entities to use the new methodology to measure impairment of financial instruments, including accounts receivable, and may result in earlier recognition of credit losses than under previous generally accepted accounting principles. Entities must apply the new guidance as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Registrants adopted the standard effective January 1, 2020. The adoption of the ASU did not have an impact on the Registrants' financial position or results of operations. Additional required disclosures have been included in Note 2 to the Consolidated Financial Statements, “Significant Accounting Policies”.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820. The Registrants adopted the ASU effective January 1, 2020. The Registrants have updated Note 8 to the Consolidated Financial Statements, Fair Value, to incorporate the disclosure changes required by the ASU.
In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The Registrants adopted the standard effective January 1, 2020 using the prospective approach. The adoption of the ASU did not have an impact on the Registrants’ Consolidated Financial Statements. On a prospective basis, costs within the scope of this amendment will be accounted for consistent with any underlying service contracts. Capitalized implementation costs will be reflected in Other noncurrent assets on the Consolidated Statements of Financial Position and amortization of these costs will be reflected in Operation and maintenance within the Consolidated Statements of Operations. Cash flow activity will be reflected in the Other current and noncurrent assets and liabilities line within the Operating Activities section of the Consolidated Statements of Cash Flows.
In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments in this update modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The Registrants adopted the ASU effective January 1, 2020. The required disclosures for this ASU will be reflected in the 2020 year-end financial statements.
In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The amendments in this update modify the requirements for determining whether fees paid to a decision maker or service provider are variable interests and require reporting entities to consider indirect interests held through related parties under common control on a proportional basis. The Registrants adopted the ASU effective January 1, 2020. The adoption of the ASU did not have a significant impact on the Registrants’ Consolidated Financial Statements.
Recently Issued Pronouncements
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. The amendments in this update simplify the accounting for income taxes by removing certain exceptions, and clarifying certain requirements regarding franchise taxes, goodwill, consolidated tax expenses, and annual effective tax rate calculations. The ASU is effective for the Registrants for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Registrants are currently assessing the impact of this standard on their Consolidated Financial Statements.
25


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The ASU is effective for the Registrants beginning March 12, 2020 through December 31, 2022. The Registrants are currently assessing the impact of this standard on their Consolidated Financial Statements.

NOTE 4 — ACQUISITIONS
Power and Industrial Projects Segment Acquisition
On February 18, 2020, DTE Energy closed on the purchase of an 8 MW combined heat and power generation facility from South Jersey Industries (“SJI”) that provides electricity and hot and chilled water to a hotel and casino in Atlantic City, New Jersey. Direct transaction costs primarily related to advisory fees were immaterial and are included in Operation and maintenance in DTE Energy's Consolidated Statements of Operations. The fair value of consideration provided for the acquisition was approximately $95 million paid in cash.
The acquisition was accounted for using the acquisition method of accounting for business combinations. Accordingly, the cost was allocated to the underlying net assets based on their respective fair values as shown below:
(In millions)
Contract intangibles $ 17   
Property, plant, and equipment, net 76   
Working capital  
Total $ 95   
The intangible assets recorded pertain to existing customer contracts and were estimated by applying the income approach, based on discounted projected cash flows attributable to the existing agreements. The contract intangible assets are amortized on a straight-line basis over a period of 13 years, which is based on the number of years the assets are expected to economically contribute to the business. The pro forma financial information has not been presented for DTE Energy because the effects of the acquisition were not material to the Consolidated Statements of Operations.
Electric Segment Acquisitions
Effective September 12, 2019, DTE Sustainable Generation closed on the purchase of an 89 MW renewable energy project located in Michigan from Heritage Sustainable Energy in support of DTE Energy's renewable energy goals. Direct transaction costs primarily related to advisory fees were immaterial and were included in Operation and maintenance in DTE Energy's Consolidated Statements of Operations for the period incurred. The fair value of consideration provided for the acquisition was approximately $175 million, paid in cash.
The acquisition was accounted for using the acquisition method of accounting for business combinations. Accordingly, the cost was allocated to the underlying net assets based on their respective fair values as shown below:
(In millions)
Contract intangibles $ 109   
Property, plant, and equipment, net 60   
Working capital  
Total $ 175   
The intangible assets recorded pertain to existing customer contracts and were estimated by applying the income approach, based on discounted projected cash flows attributable to the existing agreements. The contract intangible assets are amortized on a straight-line basis with useful lives ranging from 11 years to 13 years, which is based on the remaining number of years the assets are expected to economically contribute to the business. The pro forma financial information has not been presented for DTE Energy because the effects of the acquisition were not material to the Consolidated Statements of Operations.
26


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
In conjunction with the above acquisition, DTE Sustainable Generation closed on a purchase and sale agreement with Heritage Sustainable Energy in January 2020 to acquire an additional renewable energy project for approximately $33 million paid in cash.
Gas Storage and Pipelines Segment Acquisition
On December 4, 2019, DTE Energy closed on the purchase of midstream natural gas assets in support of its strategy to continue to grow and earn competitive returns for shareholders. DTE Energy purchased 100 percent of M5 Louisiana Gathering, LLC and its wholly owned subsidiaries from Momentum Midstream and Indigo Natural Resources. The acquisition includes the Blue Union and LEAP assets which provide natural gas gathering and other midstream services to producers located primarily in Louisiana.
The fair value of the consideration provided for the entities acquired was $2.74 billion and included $2.36 billion paid in cash and an estimated $380 million of contingent consideration to be paid upon completion of the LEAP gathering pipeline in the second half of 2020. As of June 30, 2020, a liability of $384 million for the contingent consideration payment was included in the Acquisition related deferred payment line in the Consolidated Statements of Financial Position. The liability included related accretion expense of $2 million and $4 million for the three and six months ended June 30, 2020, respectively. In July 2020, the LEAP gathering pipeline achieved the final milestone of its construction and consideration of $385 million was paid on July 27, 2020 in two equal installments.
The acquisition was financed through the issuance of Equity Units, common stock, and Senior Notes. The acquired assets are part of DTE Energy's non-utility Gas Storage and Pipelines segment. The acquisition was accounted for using the acquisition method of accounting for business combinations. The allocation of the purchase price included in the Consolidated Statements of Financial Position is preliminary and may be revised up to one year from the date of acquisition due to adjustments in the estimated fair value of the assets acquired and the liabilities assumed. The purchase price is subject to (i) final working capital settlement adjustments, and (ii) resolution of any indemnification claims that might be deducted from the remaining $99 million of cash consideration paid and held in escrow.
The excess purchase price over the fair value of net assets acquired was classified as goodwill. As of June 30, 2020, total goodwill was approximately $172 million, including $1 million resulting from working capital adjustments recorded during the six months ended June 30, 2020. DTE Energy cannot estimate the potential for any further revisions to the purchase price allocation for the remainder of 2020.
The factors contributing to the recognition of goodwill are based on various strategic benefits that are expected to be realized from the Blue Union and LEAP acquisition. The acquisition will provide DTE Energy with a platform for midstream growth and access to further investment opportunities in the Haynesville basin. The goodwill is expected to be deductible for income tax purposes.
27


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The preliminary allocation of the purchase price is based on estimated fair values of the Blue Union and LEAP assets acquired and liabilities assumed at the date of acquisition, December 4, 2019. The components of the preliminary purchase price allocation, inclusive of purchase accounting adjustments, are as follows:
(In millions)
Assets
Cash $ 62   
Accounts receivable 31   
Property, plant, and equipment, net 1,035   
Goodwill 172   
Customer relationship intangibles 1,473   
Other current assets  
$ 2,774   
Liabilities
Accounts payable $ 26   
Acquisition related deferred payment 380   
Other current liabilities  
Asset retirement obligations  
$ 417   
Total cash consideration $ 2,357   
The intangible assets recorded as a result of the acquisition pertain to existing customer relationships, which were valued at approximately $1.47 billion as of the acquisition date. The fair value of the intangible assets acquired was estimated by applying the income approach. The income approach is based upon discounted projected future cash flows attributable to the existing contracts and agreements. The fair value measurement is based on significant unobservable inputs, including management estimates and assumptions, and thus represents a Level 3 measurement, pursuant to the applicable accounting guidance. Key estimates and inputs include revenue and expense projections and discount rates based on the risks associated with the entities. The intangible assets are amortized on a straight-line basis over a period of 40 years, which is based on the number of years the assets are expected to economically contribute to the business. The expected economic benefit incorporates existing customer contracts with a weighted-average amortization life of 13 years and expected renewal rates, based on the estimated volume and production lives of gas resources in the region.
DTE Energy incurred $18 million of direct transaction costs for the year ended December 31, 2019. These costs were primarily related to advisory fees and were included in Operation and maintenance in DTE Energy's Consolidated Statements of Operations. Additionally, DTE Energy incurred $49 million of issuance costs related to the acquisition financing, of which $10 million were included in Mortgage bonds, notes, and other, and $39 million were included in Common Stock in DTE Energy's Consolidated Statements of Financial Position.
DTE Energy's 2019 Consolidated Statements of Operations included Operating Revenues — Non-utility operations of $15 million and Net Income of $3 million associated with the acquired entities for the one-month period following the acquisition date, excluding the $18 million transaction costs described above. The pro forma financial information was not presented for DTE Energy because the effects of the acquisition were not material to the Consolidated Statements of Operations.

28


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 5 — REVENUE
Disaggregation of Revenue
The following is a summary of revenues disaggregated by segment for DTE Energy:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Electric(a)
Residential $ 671    $ 494    $ 1,269    $ 1,047   
Commercial 389    423    815    843   
Industrial 120    158    276    322   
Other(b)
132    115    168    213   
Total Electric operating revenues(c)
$ 1,312    $ 1,190    $ 2,528    $ 2,425   
Gas
Gas sales $ 169    $ 163    $ 563    $ 640   
End User Transportation 43    42    120    122   
Intermediate Transportation 16    15    42    41   
Other(b)
23    23    66    85   
Total Gas operating revenues(d)
$ 251    $ 243    $ 791    $ 888   
Other segment operating revenues
Gas Storage and Pipelines(e)
$ 172    $ 121    $ 342    $ 237   
Power and Industrial Projects(f)
$ 219    $ 402    $ 526    $ 790   
Energy Trading(g)
$ 740    $ 1,113    $ 1,653    $ 2,414   
_______________________________________
(a)Revenues generally represent those of DTE Electric, except $3 million and $7 million of Other revenues related to DTE Sustainable Generation for the three and six months ended June 30, 2020, respectively.
(b)Includes revenue adjustments related to various regulatory mechanisms.
(c)Includes $5 million of other revenues outside the scope of topic 606 for the three months ended June 30, 2020 and 2019, and $10 million and $8 million for the six months ended June 30, 2020 and 2019, respectively.
(d)Includes $2 million under Alternative Revenue Programs for the six months ended June 30, 2020 and $3 million and $5 million of other revenues for the three and six months ended June 30, 2020, respectively, which are all outside the scope of Topic 606. For prior period, revenues include $3 million under Alternative Revenue Programs for the six months ended June 30, 2019 and $2 million and $4 million of other revenues for the three and six months ended June 30, 2019, respectively, which are all outside the scope of Topic 606.
(e)Includes revenues outside the scope of Topic 606 primarily related to $2 million of contracts accounted for as leases for the three months ended June 30, 2020 and 2019, and $4 million for the six months ended June 30, 2020 and 2019.
(f)Includes revenues outside the scope of Topic 606 primarily related to $21 million and $30 million of contracts accounted for as leases for the three months ended June 30, 2020 and 2019, respectively, and $48 million and $61 million for the six months ended June 30, 2020 and 2019, respectively.
(g)Includes revenues outside the scope of Topic 606 primarily related to $467 million and $879 million of derivatives for the three months ended June 30, 2020 and 2019, respectively, and $1.1 billion and $1.8 billion of derivatives for the six months ended June 30, 2020 and 2019, respectively.
Deferred Revenue
The following is a summary of deferred revenue activity:
DTE Energy
(In millions)
Beginning Balance, January 1, 2020 $ 75   
Increases due to cash received or receivable, excluding amounts recognized as revenue during the period 34   
Revenue recognized that was included in the deferred revenue balance at the beginning of the period (12)  
Ending Balance, June 30, 2020 $ 97   
The deferred revenues at DTE Energy generally represent amounts paid by or receivable from customers for which the associated performance obligation has not yet been satisfied.
29


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Deferred revenues include amounts associated with REC performance obligations under certain wholesale full requirements power contracts. Deferred revenues associated with RECs are recognized as revenue when control of the RECs has transferred.
Other performance obligations associated with deferred revenues include providing products and services related to customer prepayments. Deferred revenues associated with these products and services are recognized when control has transferred to the customer.
The following table represents deferred revenue amounts for DTE Energy that are expected to be recognized as revenue in future periods:
DTE Energy
(In millions)
2020 $ 53   
2021 16   
2022  
2023  
2024  
2025 and thereafter 11   
$ 97   
Transaction Price Allocated to the Remaining Performance Obligations
In accordance with optional exemptions available under Topic 606, the Registrants did not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less, (2) with the exception of fixed consideration, contracts for which revenue is recognized at the amount to which the Registrants have the right to invoice for goods provided and services performed, and (3) contracts for which variable consideration relates entirely to an unsatisfied performance obligation.
Such contracts consist of varying types of performance obligations across the segments, including the supply and delivery of energy related products and services. Contracts with variable volumes and/or variable pricing, including those with pricing provisions tied to a consumer price or other index, have also been excluded as the related consideration under the contract is variable at inception of the contract. Contract lengths vary from cancellable to multi-year.
The Registrants expect to recognize revenue for the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted:
DTE Energy DTE Electric
(In millions)
2020 $ 122    $  
2021 349     
2022 291     
2023 228     
2024 143     
2025 and thereafter 578     
$ 1,711    $ 34   

30


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 6 — REGULATORY MATTERS
2020 COVID-19 Response
In response to the COVID-19 pandemic, the MPSC issued an order on April 15, 2020 to provide guidance and direction to utilities and other stakeholders on topics including customer protections and affordability, utility accounting, regulatory activities, energy assistance, and energy waste reduction and demand response continuity.  The order authorizes the deferral of uncollectible expense that is in excess of the amount used to set current rates effective March 24, 2020, the date of Michigan's executive order to "Stay Home, Stay Safe".  The Registrants implemented the deferral in the second quarter 2020. Refer to Note 2 to the Consolidated Financial Statements, "Significant Accounting Policies" for the impact to uncollectible expense for the period. On July 23, 2020, the MPSC further ordered that utilities seeking to recover COVID-19 related expenses beyond uncollectible expense may make an informational filing no later than November 2, 2020. The Registrants will evaluate this order and continue to monitor MPSC activities involving COVID-19.
2019 Electric Rate Case Filing
DTE Electric filed a rate case with the MPSC on July 8, 2019 requesting an increase in base rates of $351 million based on a projected twelve-month period ending April 30, 2021. The requested increase in base rates is primarily due to an increase in net plant resulting from infrastructure and generation investments. The rate filing also requested an increase in return on equity from 10.0% to 10.5% and included projected changes in sales and operating and maintenance expenses. On May 8, 2020, the MPSC issued an order approving an annual revenue increase of $188 million for services rendered on or after May 15, 2020 and a return on equity of 9.9%. The order also disallowed $41 million of capital expenditures related to incentive compensation previously recorded during 2018-2020, resulting in an adjustment to Asset (gains) losses and impairment, net during the second quarter.
2020 Accounting Application
On July 9, 2020 the MPSC approved DTE Electric's request to accelerate amortization of the regulatory liability for non-plant-related accumulated deferred income tax balances that resulted from the TCJA. DTE Electric will increase amortization by $102 million beginning in May 2021, which will fully amortize this regulatory liability by the end of 2021 instead of April 2033. The accelerated amortization will not impact customer rates and will allow DTE Electric to defer its next rate case filing previously set for July 2020 to at least March 1, 2021.
2019 Gas Rate Case Filing
DTE Gas filed a rate case with the MPSC on November 25, 2019 requesting an increase in base rates of $204 million based on a projected twelve-month period ending September 30, 2021.  The requested increase in base rates is primarily due to an increase in net plant resulting from infrastructure investments and operating and maintenance expenses.  The rate filing also requests an increase in return on equity from 10.0% to 10.5% and includes projected changes in sales and working capital. 
On July 17, 2020, DTE Gas reached a settlement with all intervening parties in the case and filed a settlement agreement authorizing the company to increase base rates by $110 million, reflecting a return on equity of 9.9%. The resulting rates are a net increase to customers of $51 million as an existing Infrastructure Recovery Mechanism (IRM) surcharge will be rolled into the new base rates. The settlement agreement also approved a $20 million annual increase to amortization of the regulatory liability for non-plant accumulated deferred income tax balances resulting from the TCJA. This increased amortization will cease upon DTE Gas receiving its next rate order. Pending MPSC approval of the settlement agreement, which is expected by September 2020, DTE Gas will implement the increases to rates and amortization effective October 1, 2020. In addition, the settlement agreement disallowed capitalized expenditures related to incentive compensation, consistent with the MPSC order issued for DTE Electric on May 8, 2020. In anticipation of the disallowance, DTE Gas recorded an adjustment of $14 million to Asset (gains) losses and impairment, net on the Consolidated Statements of Operations during the second quarter 2020.
31


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 7 — EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the net income, adjusted for income allocated to participating securities, by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the dilution that would occur if any potentially dilutive instruments were exercised or converted into common shares. DTE Energy’s participating securities are restricted shares under the stock incentive program that contain rights to receive non-forfeitable dividends. Equity units and performance shares do not receive cash dividends; as such, these awards are not considered participating securities.
The following is a reconciliation of DTE Energy's basic and diluted income per share calculation:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions, except per share amounts)
Basic Earnings per Share
Net Income Attributable to DTE Energy Company $ 277    $ 182    $ 617    $ 583   
Less: Allocation of earnings to net restricted stock awards —    —       
Net income available to common shareholders — basic $ 277    $ 182    $ 616    $ 582   
Average number of common shares outstanding — basic 192    183    192    183   
Basic Earnings per Common Share $ 1.44    $ 0.99    $ 3.20    $ 3.19   
Diluted Earnings per Share
Net Income Attributable to DTE Energy Company $ 277    $ 182    $ 617    $ 583   
Less: Allocation of earnings to net restricted stock awards —    —       
Net income available to common shareholders — diluted $ 277    $ 182    $ 616    $ 582   
Average number of common shares outstanding — basic 192    183    192    183   
Incremental shares attributable to:
Average dilutive equity units, performance share awards, and stock options     —    —   
Average number of common shares outstanding — diluted 193    184    192    183   
Diluted Earnings per Common Share(a)
$ 1.44    $ 0.99    $ 3.20    $ 3.18   
_______________________________________
(a)Equity Units excluded from the calculation of diluted EPS were approximately 10.3 million for the three and six months ended June 30, 2020, as the dilutive stock price threshold was not met.

32


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 8 — FAIR VALUE
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in a principal or most advantageous market. Fair value is a market-based measurement that is determined based on inputs, which refer broadly to assumptions that market participants use in pricing assets or liabilities. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Registrants make certain assumptions they believe that market participants would use in pricing assets or liabilities, including assumptions about risk, and the risks inherent in the inputs to valuation techniques. Credit risk of the Registrants and their counterparties is incorporated in the valuation of assets and liabilities through the use of credit reserves, the impact of which was immaterial at June 30, 2020 and December 31, 2019. The Registrants believe they use valuation techniques that maximize the use of observable market-based inputs and minimize the use of unobservable inputs.
A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value in three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. All assets and liabilities are required to be classified in their entirety based on the lowest level of input that is significant to the fair value measurement in its entirety. Assessing the significance of a particular input may require judgment considering factors specific to the asset or liability and may affect the valuation of the asset or liability and its placement within the fair value hierarchy. The Registrants classify fair value balances based on the fair value hierarchy defined as follows:
Level 1 — Consists of unadjusted quoted prices in active markets for identical assets or liabilities that the Registrants have the ability to access as of the reporting date.
Level 2 — Consists of inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.
Level 3 — Consists of unobservable inputs for assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date. Unobservable inputs are developed based on the best available information and subject to cost-benefit constraints.
33


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The following table presents assets and liabilities for DTE Energy measured and recorded at fair value on a recurring basis(a):
June 30, 2020 December 31, 2019
Level
1
Level
2
Level
3
Other(b)
Netting(c)
Net Balance Level
1
Level
2
Level
3
Other(b)
Netting(c)
Net Balance
(In millions)
Assets
Cash equivalents(d)
$ 331    $ —    $ —    $ —    $ —    $ 331    $ 15    $ —    $ —    $ —    $ —    $ 15   
Nuclear decommissioning trusts
Equity securities 973    —    —    —    —    973    1,046    —    —    —    —    1,046   
Fixed income securities 137    372    —    —    —    509    160    378    —    —    —    538   
Private equity and other —    —    —    62    —    62    —    —    —    43    —    43   
Cash equivalents 59    —    —    —    —    59    34    —    —    —    —    34   
Other investments(e)
Equity securities 42    —    —    —    —    42    140    —    —    —    —    140   
Fixed income securities   —    —    —    —      79    —    —    —    —    79   
Cash equivalents 177    —    —    —    —    177      —    —    —    —     
Derivative assets
Commodity contracts(f)
Natural gas 100    79    71    —    (173)   77    205    76    74    —    (266)   89   
Electricity —    155    68    —    (165)   58    —    223    83    —    (225)   81   
Environmental & Other —    217    10    —    (217)   10    —    110      —    (110)    
Foreign currency exchange contracts —      —    —    —      —      —    —    —     
Total derivative assets 100    454    149    —    (555)   148    205    410    160    —    (601)   174   
Total $ 1,825    $ 826    $ 149    $ 62    $ (555)   $ 2,307    $ 1,683    $ 788    $ 160    $ 43    $ (601)   $ 2,073   
Liabilities
Derivative liabilities
Commodity contracts(f)
Natural gas $ (123)   $ (52)   $ (51)   $ —    $ 173    $ (53)   $ (221)   $ (41)   $ (89)   $ —    $ 266    $ (85)  
Electricity —    (159)   (52)   —    165    (46)   —    (231)   (67)   —    225    (73)  
Environmental & Other (3)   (199)   —    —    217    15    —    (121)   —    —    110    (11)  
Foreign currency exchange contracts —    (1)   —    —    —    (1)   —    —    —    —    —    —   
Total $ (126)   $ (411)   $ (103)   $ —    $ 555    $ (85)   $ (221)   $ (393)   $ (156)   $ —    $ 601    $ (169)  
Net Assets at end of period $ 1,699    $ 415    $ 46    $ 62    $ —    $ 2,222    $ 1,462    $ 395    $   $ 43    $ —    $ 1,904   
Assets
Current $ 425    $ 329    $ 108    $ —    $ (426)   $ 436    $ 218    $ 320    $ 123    $ —    $ (513)   $ 148   
Noncurrent 1,400    497    41    62    (129)   1,871    1,465    468    37    43    (88)   1,925   
Total Assets $ 1,825    $ 826    $ 149    $ 62    $ (555)   $ 2,307    $ 1,683    $ 788    $ 160    $ 43    $ (601)   $ 2,073   
Liabilities
Current $ (117)   $ (298)   $ (63)   $ —    $ 426    $ (52)   $ (211)   $ (300)   $ (85)   $ —    $ 513    $ (83)  
Noncurrent (9)   (113)   (40)   —    129    (33)   (10)   (93)   (71)   —    88    (86)  
Total Liabilities $ (126)   $ (411)   $ (103)   $ —    $ 555    $ (85)   $ (221)   $ (393)   $ (156)   $ —    $ 601    $ (169)  
Net Assets at end of period $ 1,699    $ 415    $ 46    $ 62    $ —    $ 2,222    $ 1,462    $ 395    $   $ 43    $ —    $ 1,904   
_______________________________________
(a)See footnotes on following page.
34


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
_______________________________________
(b)Amounts represent assets valued at NAV as a practical expedient for fair value.
(c)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.
(d)At June 30, 2020, the $331 million consisted of $330 million and $1 million of cash equivalents included in Cash and cash equivalents and Restricted cash on DTE Energy's Consolidated Statements of Financial Position, respectively. At December 31, 2019, the $15 million consisted of $4 million and $11 million of cash equivalents included in Cash and cash equivalents and Other investments on DTE Energy's Consolidated Statements of Financial Position, respectively.
(e)Excludes cash surrender value of life insurance investments.
(f)For contracts with a clearing agent, DTE Energy nets all activity across commodities. This can result in some individual commodities having a contra balance.
The following table presents assets for DTE Electric measured and recorded at fair value on a recurring basis as of:
June 30, 2020 December 31, 2019
Level 1 Level 2 Level 3
Other(a)
Net Balance Level 1 Level 2 Level 3
Other(a)
Net Balance
(In millions)
Assets
Cash equivalents(b)
$ 205    $ —    $ —    $ —    $ 205    $ 11    $ —    $ —    $ —    $ 11   
Nuclear decommissioning trusts
Equity securities 973    —    —    —    973    1,046    —    —    —    1,046   
Fixed income securities 137    372    —    —    509    160    378    —    —    538   
Private equity and other —    —    —    62    62    —    —    —    43    43   
Cash equivalents 59    —    —    —    59    34    —    —    —    34   
Other investments
Equity securities 13    —    —    —    13    13    —    —    —    13   
Cash equivalents 11    —    —    —    11    —    —    —    —    —   
Derivative assets — FTRs —    —    10    —    10    —    —      —     
Total $ 1,398    $ 372    $ 10    $ 62    $ 1,842    $ 1,264    $ 378    $   $ 43    $ 1,688   
Assets
Current $ 205    $ —    $ 10    $ —    $ 215    $ 11    $ —    $   $ —    $ 14   
Noncurrent 1,193    372    —    62    1,627    1,253    378    —    43    1,674   
Total Assets $ 1,398    $ 372    $ 10    $ 62    $ 1,842    $ 1,264    $ 378    $   $ 43    $ 1,688   
_______________________________________
(a)Amounts represent assets valued at NAV as a practical expedient for fair value.
(b)At June 30, 2020, the $205 million of cash equivalents was included in Cash and cash equivalents on DTE Electric's Consolidated Statements of Financial Position. At December 31, 2019, the $11 million of cash equivalents was included in Other investments on DTE Electric's Consolidated Statements of Financial Position.
Cash Equivalents
Cash equivalents include investments with maturities of three months or less when purchased. The cash equivalents shown in the fair value table are comprised of short-term investments and money market funds.
Nuclear Decommissioning Trusts and Other Investments
The nuclear decommissioning trusts and other investments hold debt and equity securities directly and indirectly through commingled funds. Exchange-traded debt and equity securities held directly are valued using quoted market prices in actively traded markets. Commingled funds that hold exchange-traded equity or debt securities are valued based on stated NAVs. Non-exchange traded fixed income securities are valued based upon quotations available from brokers or pricing services.
35


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Private equity and other assets include a diversified group of funds that are classified as NAV assets. These funds primarily invest in private equity partnerships, as well as real estate and private debt. Distributions are received through the liquidation of the underlying fund assets over the life of the funds. There are generally no redemption rights. The limited partner must hold the fund for its life or find a third-party buyer, which may need to be approved by the general partner. The funds are established with varied contractual durations generally in the range of 7 years to 12 years. The fund life can often be extended by several years by the general partner, and further extended with the approval of the limited partners. Unfunded commitments related to these investments totaled $195 million and $151 million as of June 30, 2020 and December 31, 2019, respectively.
For pricing the nuclear decommissioning trusts and other investments, a primary price source is identified by asset type, class, or issue for each security. The trustee monitors prices supplied by pricing services and may use a supplemental price source or change the primary source of a given security if the trustee determines that another price source is considered preferable. The Registrants have obtained an understanding of how these prices are derived, including the nature and observability of the inputs used in deriving such prices.
Derivative Assets and Liabilities
Derivative assets and liabilities are comprised of physical and financial derivative contracts, including futures, forwards, options, and swaps that are both exchange-traded and over-the-counter traded contracts. Various inputs are used to value derivatives depending on the type of contract and availability of market data. Exchange-traded derivative contracts are valued using quoted prices in active markets. The Registrants consider the following criteria in determining whether a market is considered active: frequency in which pricing information is updated, variability in pricing between sources or over time, and the availability of public information. Other derivative contracts are valued based upon a variety of inputs including commodity market prices, broker quotes, interest rates, credit ratings, default rates, market-based seasonality, and basis differential factors. The Registrants monitor the prices that are supplied by brokers and pricing services and may use a supplemental price source or change the primary price source of an index if prices become unavailable or another price source is determined to be more representative of fair value. The Registrants have obtained an understanding of how these prices are derived. Additionally, the Registrants selectively corroborate the fair value of their transactions by comparison of market-based price sources. Mathematical valuation models are used for derivatives for which external market data is not readily observable, such as contracts which extend beyond the actively traded reporting period. The Registrants have established a Risk Management Committee whose responsibilities include directly or indirectly ensuring all valuation methods are applied in accordance with predefined policies. The development and maintenance of the Registrants' forward price curves has been assigned to DTE Energy's Risk Management Department, which is separate and distinct from the trading functions within DTE Energy.
The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis for DTE Energy:
Three Months Ended June 30, 2020 Three Months Ended June 30, 2019
Natural Gas Electricity Other Total Natural Gas Electricity Other Total
(In millions)
Net Assets (Liabilities) as of March 31 $   $ 15    $   $ 24    $ (10)   $ (25)   $   $ (33)  
Transfers into Level 3 from Level 2   —    —        —    —     
Transfers from Level 3 into Level 2 (5)   —    —    (5)   —    —    —    —   
Total gains (losses)
Included in earnings
12    33    (8)   37    (1)   41    —    40   
Recorded in Regulatory liabilities —    —    14    14    —    —       
Purchases, issuances, and settlements
Settlements   (32)     (26)   —    (6)   (2)   (8)  
Net Assets (Liabilities) as of June 30 $ 20    $ 16    $ 10    $ 46    $ (10)   $ 10    $   $  
Total gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at June 30, 2020 and 2019(a)
$ 18    $ 20    $ (16)   $ 22    $ (1)   $ 38    $ (4)   $ 33   
36


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
_______________________________________
(a)Amounts are reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations

Six Months Ended June 30, 2020 Six Months Ended June 30, 2019
Natural Gas Electricity Other Total Natural Gas Electricity Other Total
(In millions)
Net Assets (Liabilities) as of December 31 $ (15)   $ 16    $   $   $ (49)   $ (2)   $   $ (44)  
Transfers from Level 3 into Level 2 (4)   —    —    (4)   —    —    —    —   
Total gains (losses)
Included in earnings
36    53    (8)   81    31    10    (1)   40   
Recorded in Regulatory liabilities —    —    12    12    —    —       
Purchases, issuances, and settlements
Settlements   (53)     (47)       (4)    
Net Assets (Liabilities) as of June 30 $ 20    $ 16    $ 10    $ 46    $ (10)   $ 10    $   $  
Total gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at June 30, 2020 and 2019(a)
$ 37    $ 42    $ (16)   $ 63    $ 16    $ 17    $ (5)   $ 28   
_______________________________________
(a)Amounts are reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations
The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis for DTE Electric:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Net Assets as of beginning of period $   $   $   $  
Change in fair value recorded in Regulatory liabilities 14      12     
Purchases, issuances, and settlements
Settlements (5)   (2)   (5)   (4)  
Net Assets as of June 30 $ 10    $   $ 10    $  
The amount of total gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets held at June 30, 2020 and 2019 and reflected in DTE Electric's Consolidated Statements of Financial Position $ 10    $   $ 10    $  
Derivatives are transferred between levels primarily due to changes in the source data used to construct price curves as a result of changes in market liquidity. Transfers in and transfers out are reflected as if they had occurred at the beginning of the period. There were no transfers from or into Level 3 for DTE Electric during the three and six months ended June 30, 2020 and 2019.
The following tables present the unobservable inputs related to DTE Energy's Level 3 assets and liabilities:
June 30, 2020
Commodity Contracts Derivative Assets Derivative Liabilities Valuation Techniques Unobservable Input Range Weighted Average
(In millions)
Natural Gas $ 71    $ (51)   Discounted Cash Flow Forward basis price (per MMBtu) $ (0.74)   $ 4.18  /MMBtu $ (0.06) /MMBtu
Electricity $ 68    $ (52)   Discounted Cash Flow Forward basis price (per MWh) $ (10)   $ 14  /MWh $ (1) /MWh
37


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
December 31, 2019
Commodity Contracts Derivative Assets Derivative Liabilities Valuation Techniques Unobservable Input Range Weighted Average
(In millions)
Natural Gas $ 74    $ (89)   Discounted Cash Flow Forward basis price (per MMBtu) $ (1.78)   $ 5.78  /MMBtu $ (0.09) /MMBtu
Electricity $ 83    $ (67)   Discounted Cash Flow Forward basis price (per MWh) $ (10)   $ /MWh $ —  /MWh
The unobservable inputs used in the fair value measurement of the electricity and natural gas commodity types consist of inputs that are less observable due in part to lack of available broker quotes, supported by little, if any, market activity at the measurement date or are based on internally developed models. Certain basis prices (i.e., the difference in pricing between two locations) included in the valuation of natural gas and electricity contracts were deemed unobservable.
The inputs listed above would have had a direct impact on the fair values of the above security types if they were adjusted. A significant increase (decrease) in the basis price would have resulted in a higher (lower) fair value for long positions, with offsetting impacts to short positions.
Fair Value of Financial Instruments
The following table presents the carrying amount and fair value of financial instruments for DTE Energy:
June 30, 2020 December 31, 2019
Carrying Fair Value Carrying Fair Value
Amount Level 1 Level 2 Level 3 Amount Level 1 Level 2 Level 3
(In millions)
Notes receivable — Other(a), excluding lessor finance leases
$ 78    $ —    $ —    $ 78    $ 184    $ —    $ —    $ 184   
Short-term borrowings $ 914    $ —    $ 914    $ —    $ 828    $ —    $ 828    $ —   
Notes payable — Other(b)
$ 15    $ —    $ —    $ 15    $ 25    $ —    $ —    $ 25   
Long-term debt(c)
$ 17,997    $ 2,299    $ 15,952    $ 1,845    $ 16,606    $ 2,572    $ 14,207    $ 1,252   
_______________________________________
(a)Current portion included in Current Assets — Other on DTE Energy's Consolidated Statements of Financial Position.
(b)Included in Current Liabilities — Other and Other Liabilities — Other on DTE Energy's Consolidated Statements of Financial Position.
(c)Includes debt due within one year, unamortized debt discounts, and issuance costs. Excludes finance lease obligations.
The following table presents the carrying amount and fair value of financial instruments for DTE Electric:
June 30, 2020 December 31, 2019
Carrying Fair Value Carrying Fair Value
Amount Level 1 Level 2 Level 3 Amount Level 1 Level 2 Level 3
(In millions)
Notes receivable — Other(a)
$ 11    $ —    $ —    $ 11    $   $ —    $ —    $  
Short-term borrowings — affiliates $ 107    $ —    $ —    $ 107    $ 97    $ —    $ —    $ 97   
Short-term borrowings — other $ 200    $ —    $ 200    $ —    $ 354    $ —    $ 354    $ —   
Notes payable — Other(b)
$ 11    $ —    $ —    $ 11    $ 21    $ —    $ —    $ 21   
Long-term debt(c)
$ 8,566    $ —    $ 9,821    $ 193    $ 7,180    $ —    $ 7,916    $ 173   
_______________________________________
(a)Included in Current Assets — Other and Other Assets — Other on DTE Electric's Consolidated Statements of Financial Position.
(b)Included in Current Liabilities — Other and Other Liabilities — Other on DTE Electric's Consolidated Statements of Financial Position.
(c)Includes debt due within one year, unamortized debt discounts, and issuance costs. Excludes finance lease obligations.
For further fair value information on financial and derivative instruments, see Note 9 to the Consolidated Financial Statements, "Financial and Other Derivative Instruments."
38


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Nuclear Decommissioning Trust Funds
DTE Electric has a legal obligation to decommission its nuclear power plants following the expiration of its operating licenses. This obligation is reflected as an Asset retirement obligation on DTE Electric's Consolidated Statements of Financial Position. Rates approved by the MPSC provide for the recovery of decommissioning costs of Fermi 2 and the disposal of low-level radioactive waste.
The following table summarizes DTE Electric's fair value of the nuclear decommissioning trust fund assets:
June 30, 2020 December 31, 2019
(In millions)
Fermi 2 $ 1,592    $ 1,650   
Fermi 1    
Low-level radioactive waste    
$ 1,603    $ 1,661   
The costs of securities sold are determined on the basis of specific identification. The following table sets forth DTE Electric's gains and losses and proceeds from the sale of securities by the nuclear decommissioning trust funds:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Realized gains $ 103    $ 17    $ 134    $ 28   
Realized losses $ (76)   $ (10)   $ (92)   $ (17)  
Proceeds from sale of securities $ 799    $ 220    $ 1,238    $ 396   
Realized gains and losses from the sale of securities and unrealized gains and losses incurred by the Fermi 2 trust are recorded to the Regulatory asset and Nuclear decommissioning liability. Realized gains and losses from the sale of securities and unrealized gains and losses on the low-level radioactive waste funds are recorded to the Nuclear decommissioning liability.
The following table sets forth DTE Electric's fair value and unrealized gains and losses for the nuclear decommissioning trust funds:
June 30, 2020 December 31, 2019
Fair
Value
Unrealized
Gains
Unrealized
Losses
Fair
Value
Unrealized
Gains
Unrealized
Losses
(In millions)
Equity securities $ 973    $ 262    $ (25)   $ 1,046    $ 396    $ (39)  
Fixed income securities 509    35    (2)   538    24    (1)  
Private equity and other 62    —    —    43    —    —   
Cash equivalents 59    —    —    34    —    —   
$ 1,603    $ 297    $ (27)   $ 1,661    $ 420    $ (40)  
The following table summarizes the fair value of the fixed income securities held in nuclear decommissioning trust funds by contractual maturity:
June 30, 2020
(In millions)
Due within one year $  
Due after one through five years 90   
Due after five through ten years 114   
Due after ten years 300   
$ 509   
39


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Other Securities
At June 30, 2020 and December 31, 2019, the Registrants' securities included in Other investments on the Consolidated Statements of Financial Position were comprised primarily of equity and fixed income securities within DTE Energy's rabbi trust. The rabbi trust was established to fund certain non-qualified pension benefits, and therefore changes in market value are recognized in earnings. Gains and losses are allocated from DTE Energy to DTE Electric and are included in Other Income or Other Expense, respectively, in the Registrants' Consolidated Statements of Operations. The following table summarizes DTE Energy's gains (losses) related to the trust:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Gains (losses) related to equity securities $ 16    $   $ (6)   $ 17   
Gains (losses) related to fixed income securities     (3)    
$ 22    $   $ (9)   $ 24   

NOTE 9 — FINANCIAL AND OTHER DERIVATIVE INSTRUMENTS
The Registrants recognize all derivatives at their fair value as Derivative assets or liabilities on their respective Consolidated Statements of Financial Position unless they qualify for certain scope exceptions, including the normal purchases and normal sales exception. Further, derivatives that qualify and are designated for hedge accounting are classified as either hedges of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge); or as hedges of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge). For cash flow hedges, the derivative gain or loss is deferred in Accumulated other comprehensive income (loss) and later reclassified into earnings when the underlying transaction occurs. For fair value hedges, changes in fair values for the derivative and hedged item are recognized in earnings each period. For derivatives that do not qualify or are not designated for hedge accounting, changes in fair value are recognized in earnings each period.
The Registrants' primary market risk exposure is associated with commodity prices, credit, and interest rates. The Registrants have risk management policies to monitor and manage market risks. The Registrants use derivative instruments to manage some of the exposure. DTE Energy uses derivative instruments for trading purposes in its Energy Trading segment. Contracts classified as derivative instruments include electricity, natural gas, oil, certain environmental contracts, forwards, futures, options, swaps, and foreign currency exchange contracts. Items not classified as derivatives include natural gas and environmental inventory, pipeline transportation contracts, certain environmental contracts, and natural gas storage assets.
DTE Electric — DTE Electric generates, purchases, distributes, and sells electricity. DTE Electric uses forward contracts to manage changes in the price of electricity and fuel. Substantially all of these contracts meet the normal purchases and normal sales exception and are therefore accounted for under the accrual method. Other derivative contracts are MTM and recoverable through the PSCR mechanism when settled. This results in the deferral of unrealized gains and losses as Regulatory assets or liabilities until realized.
DTE Gas — DTE Gas purchases, stores, transports, distributes, and sells natural gas, and buys and sells transportation and storage capacity. DTE Gas has fixed-priced contracts for portions of its expected natural gas supply requirements through March 2023. Substantially all of these contracts meet the normal purchases and normal sales exception and are therefore accounted for under the accrual method. Forward transportation and storage contracts are generally not derivatives and are therefore accounted for under the accrual method.
Gas Storage and Pipelines — This segment is primarily engaged in services related to the gathering, transportation, and storage of natural gas. Primarily fixed-priced contracts are used in the marketing and management of transportation and storage services. Generally, these contracts are not derivatives and are therefore accounted for under the accrual method.
Power and Industrial Projects — This segment manages and operates energy and pulverized coal projects, a coke battery, reduced emissions fuel projects, renewable gas recovery, and power generation assets. Primarily fixed-price contracts are used in the marketing and management of the segment assets. These contracts are generally not derivatives and are therefore accounted for under the accrual method.
40


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Energy Trading — Commodity Price Risk — Energy Trading markets and trades electricity, natural gas physical products, and energy financial instruments, and provides energy and asset management services utilizing energy commodity derivative instruments. Forwards, futures, options, and swap agreements are used to manage exposure to the risk of market price and volume fluctuations in its operations. These derivatives are accounted for by recording changes in fair value to earnings unless hedge accounting criteria are met.
Energy Trading — Foreign Currency Exchange Risk — Energy Trading has foreign currency exchange forward contracts to economically hedge fixed Canadian dollar commitments existing under natural gas and power purchase and sale contracts and natural gas transportation contracts. Energy Trading enters into these contracts to mitigate price volatility with respect to fluctuations of the Canadian dollar relative to the U.S. dollar. These derivatives are accounted for by recording changes in fair value to earnings unless hedge accounting criteria are met.
Corporate and Other — Interest Rate Risk — DTE Energy may use interest rate swaps, treasury locks, and other derivatives to hedge the risk associated with interest rate market volatility.
Credit Risk — DTE Energy maintains credit policies that significantly minimize overall credit risk. These policies include an evaluation of potential customers’ and counterparties’ financial condition, including the viability of underlying productive assets, credit rating, collateral requirements, or other credit enhancements such as letters of credit or guarantees. DTE Energy generally uses standardized agreements that allow the netting of positive and negative transactions associated with a single counterparty. DTE Energy maintains a provision for credit losses based on factors surrounding the credit risk of its customers, historical trends, and other information. Based on DTE Energy's credit policies and its June 30, 2020 provision for credit losses, DTE Energy’s exposure to counterparty nonperformance is not expected to have a material adverse effect on DTE Energy's Consolidated Financial Statements.
Derivative Activities
DTE Energy manages its MTM risk on a portfolio basis based upon the delivery period of its contracts and the individual components of the risks within each contract. Accordingly, it records and manages the energy purchase and sale obligations under its contracts in separate components based on the commodity (e.g. electricity or natural gas), the product (e.g. electricity for delivery during peak or off-peak hours), the delivery location (e.g. by region), the risk profile (e.g. forward or option), and the delivery period (e.g. by month and year). The following describes the categories of activities represented by their operating characteristics and key risks:
Asset Optimization — Represents derivative activity associated with assets owned and contracted by DTE Energy, including forward natural gas purchases and sales, natural gas transportation, and storage capacity. Changes in the value of derivatives in this category typically economically offset changes in the value of underlying non-derivative positions, which do not qualify for fair value accounting. The difference in accounting treatment of derivatives in this category and the underlying non-derivative positions can result in significant earnings volatility.
Marketing and Origination — Represents derivative activity transacted by originating substantially hedged positions with wholesale energy marketers, producers, end-users, utilities, retail aggregators, and alternative energy suppliers.
Fundamentals Based Trading — Represents derivative activity transacted with the intent of taking a view, capturing market price changes, or putting capital at risk. This activity is speculative in nature as opposed to hedging an existing exposure.
Other — Includes derivative activity at DTE Electric related to FTRs. Changes in the value of derivative contracts at DTE Electric are recorded as Derivative assets or liabilities, with an offset to Regulatory assets or liabilities as the settlement value of these contracts will be included in the PSCR mechanism when realized.
41


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The following table presents the fair value of derivative instruments for DTE Energy:
June 30, 2020 December 31, 2019
Derivative
Assets
Derivative Liabilities Derivative
Assets
Derivative Liabilities
(In millions)
Derivatives not designated as hedging instruments
Commodity contracts
Natural gas $ 250    $ (226)   $ 355    $ (351)  
Electricity 223    (211)   306    (298)  
Environmental & Other 227    (202)   113    (121)  
Foreign currency exchange contracts   (1)     —   
Total derivatives not designated as hedging instruments $ 703    $ (640)   $ 775    $ (770)  
Current $ 531    $ (478)   $ 646    $ (596)  
Noncurrent 172    (162)   129    (174)  
Total derivatives $ 703    $ (640)   $ 775    $ (770)  
The following table presents the fair value of derivative instruments for DTE Electric:
June 30, 2020 December 31, 2019
(In millions)
FTRs — Other current assets $ 10    $  
Total derivatives not designated as hedging instruments $ 10    $  
Certain of DTE Energy's derivative positions are subject to netting arrangements which provide for offsetting of asset and liability positions as well as related cash collateral. Such netting arrangements generally do not have restrictions. Under such netting arrangements, DTE Energy offsets the fair value of derivative instruments with cash collateral received or paid for those contracts executed with the same counterparty, which reduces DTE Energy's Total Assets and Liabilities. Cash collateral is allocated between the fair value of derivative instruments and customer accounts receivable and payable with the same counterparty on a pro-rata basis to the extent there is exposure. Any cash collateral remaining, after the exposure is netted to zero, is reflected in Accounts receivable and Accounts payable as collateral paid or received, respectively.
DTE Energy also provides and receives collateral in the form of letters of credit which can be offset against net Derivative assets and liabilities as well as Accounts receivable and payable. DTE Energy had issued letters of credit of $6 million outstanding at June 30, 2020 and December 31, 2019 which could be used to offset net Derivative liabilities. Letters of credit received from third parties which could be used to offset net Derivative assets were $4 million at June 30, 2020 and December 31, 2019. Such balances of letters of credit are excluded from the tables below and are not netted with the recognized assets and liabilities in DTE Energy's Consolidated Statements of Financial Position.
For contracts with certain clearing agents, the fair value of derivative instruments is netted against realized positions with the net balance reflected as either 1) a Derivative asset or liability or 2) an Account receivable or payable. Other than certain clearing agents, Accounts receivable and Accounts payable that are subject to netting arrangements have not been offset against the fair value of Derivative assets and liabilities.
The following table presents net cash collateral offsetting arrangements for DTE Energy:
June 30, 2020 December 31, 2019
(In millions)
Cash collateral recorded in Accounts receivable(a)
$ 15    $ 13   
Cash collateral recorded in Accounts payable(a)
(3)   (3)  
Total net cash collateral posted (received) $ 12    $ 10   
_______________________________________
(a)Amounts are recorded net by counterparty.
42


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The following table presents the netting offsets of Derivative assets and liabilities for DTE Energy:
June 30, 2020 December 31, 2019
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 $ 250    $ (173)   $ 77    $ 355    $ (266)   $ 89   
Electricity 223    (165)   58    306    (225)   81   
Environmental & Other 227    (217)   10    113    (110)    
Foreign currency exchange contracts   —        —     
Total derivative assets $ 703    $ (555)   $ 148    $ 775    $ (601)   $ 174   
Derivative liabilities
Commodity contracts
Natural gas $ (226)   $ 173    $ (53)   $ (351)   $ 266    $ (85)  
Electricity (211)   165    (46)   (298)   225    (73)  
Environmental & Other (202)   217    15    (121)   110    (11)  
Foreign currency exchange contracts (1)   —    (1)   —    —    —   
Total derivative liabilities $ (640)   $ 555    $ (85)   $ (770)   $ 601    $ (169)  
The following table presents the netting offsets of Derivative assets and liabilities showing the reconciliation of derivative instruments to DTE Energy's Consolidated Statements of Financial Position:
June 30, 2020 December 31, 2019
Derivative Assets Derivative Liabilities Derivative Assets Derivative Liabilities
Current Noncurrent Current Noncurrent Current Noncurrent Current Noncurrent
(In millions)
Total fair value of derivatives $ 531    $ 172    $ (478)   $ (162)   $ 646    $ 129    $ (596)   $ (174)  
Counterparty netting (426)   (129)   426    129    (513)   (88)   513    88   
Total derivatives as reported $ 105    $ 43    $ (52)   $ (33)   $ 133    $ 41    $ (83)   $ (86)  
The effect of derivatives not designated as hedging instruments on DTE Energy's Consolidated Statements of Operations is as follows:
Location of Gain (Loss) Recognized in Income on Derivatives Gain (Loss) Recognized in Income on Derivatives for the Three Months Ended June 30, Gain (Loss) Recognized in Income on Derivatives for the Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Commodity contracts
Natural gas Operating Revenues — Non-utility operations $ (25)   $ 24    $ (36)   $  
Natural gas Fuel, purchased power, and gas — non-utility 43    (30)   79    40   
Electricity Operating Revenues — Non-utility operations 41    16    42    (33)  
Environmental & Other Operating Revenues — Non-utility operations (63)   (1)   (41)   —   
Foreign currency exchange contracts Operating Revenues — Non-utility operations (3)   (2)     (3)  
Total $ (7)   $   $ 46    $ 13   
43


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Revenues and energy costs related to trading contracts are presented on a net basis in DTE Energy's Consolidated Statements of Operations. Commodity derivatives used for trading purposes, and financial non-trading commodity derivatives, are accounted for using the MTM method with unrealized and realized gains and losses recorded in Operating Revenues — Non-utility operations. Non-trading physical commodity sale and purchase derivative contracts are generally accounted for using the MTM method with unrealized and realized gains and losses for sales recorded in Operating Revenues — Non-utility operations and purchases recorded in Fuel, purchased power, and gas — non-utility.
The following represents the cumulative gross volume of DTE Energy's derivative contracts outstanding as of June 30, 2020:
Commodity Number of Units
Natural gas (MMBtu) 1,653,522,670   
Electricity (MWh) 33,708,087   
Foreign currency exchange (CAD) 181,720,213   
Renewable Energy Certificates (MWh) 9,495,615   
Carbon emissions (Metric Ton) 14,170,710   
Various subsidiaries of DTE Energy have entered into contracts which contain ratings triggers and are guaranteed by DTE Energy. These contracts contain provisions which allow the counterparties to require that DTE Energy post cash or letters of credit as collateral in the event that DTE Energy’s credit rating is downgraded below investment grade. Certain of these provisions (known as "hard triggers") state specific circumstances under which DTE Energy can be required to post collateral upon the occurrence of a credit downgrade, while other provisions (known as "soft triggers") are not as specific. For contracts with soft triggers, it is difficult to estimate the amount of collateral which may be requested by counterparties and/or which DTE Energy may ultimately be required to post. The amount of such collateral which could be requested fluctuates based on commodity prices (primarily natural gas, power, environmental, and coal) and the provisions and maturities of the underlying transactions. As of June 30, 2020, DTE Energy's contractual obligation to post collateral in the form of cash or letters of credit in the event of a downgrade to below investment grade, under both hard trigger and soft trigger provisions, was $368 million.
As of June 30, 2020, DTE Energy had $577 million of derivatives in net liability positions, for which hard triggers exist. There is no collateral that has been posted against such liabilities, including cash and letters of credit. Associated derivative net asset positions for which contractual offset exists were $540 million. The net remaining amount of $37 million is derived from the $368 million noted above.

NOTE 10 — LONG-TERM DEBT
Debt Issuances
In 2020, the following debt was issued:
Company Month Type Interest Rate Maturity Date Amount
(In millions)
DTE Electric February
Mortgage Bonds(a)
2.25% 2030 $ 600   
DTE Electric February
Mortgage Bonds(a)
2.95% 2050 500   
DTE Electric April
Mortgage Bonds(b)
2.63% 2031 600   
$ 1,700   
_______________________________________
(a)Proceeds used for the repayment of $300 million of DTE Electric's 2010 Series A 4.89% Senior Notes due 2020, repayment of short-term borrowings, capital expenditures, and for other general corporate purposes.
(b)Proceeds used for the repayment of $300 million of DTE Electric's 2010 Series B 3.45% Senior Notes due 2020, repayment of $32 million of DTE Electric's 2008 Series KT Variable Rate Senior Notes due 2020, repayment of short-term borrowings, capital expenditures, and for other general corporate purposes.
In March 2020, DTE Energy entered into a $200 million unsecured term loan with a maturity date of March 2022. The purpose of the loan is to enhance liquidity and reduce reliance on the commercial paper market. No amounts have been drawn on the loan as of June 30, 2020. The loan will terminate if no amounts have been drawn by August 27, 2020. Other terms are consistent with DTE Energy’s unsecured revolving credit agreements. Refer to Note 11 to the Consolidated Financial Statements, "Short-Term Credit Arrangements and Borrowings," for additional information regarding the credit agreements.
44


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
In May 2020, DTE Gas agreed to issue $125 million of 2.35% First Mortgage Bonds due September 1, 2030 and $125 million of 3.20% First Mortgage Bonds due September 1, 2050 to a group of institutional investors in a private placement transaction. These bonds are expected to close and fund in August 2020. Proceeds will be used for the repayment of short-term borrowings and general corporate purposes.
Debt Redemptions
In 2020, the following debt was redeemed:
Company Month Type Interest Rate Maturity Date Amount
(In millions)
DTE Electric March Senior Notes 4.89% 2020 $ 300   
On July 1, 2020, DTE Electric redeemed at maturity $32 million of DTE Electric Series 2008 KT Variable Rate Senior Notes and optionally redeemed its $300 million 2010 Series B 3.45% Senior Notes originally due October 1, 2020.

NOTE 11 — SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS
DTE Energy, DTE Electric, and DTE Gas have unsecured revolving credit agreements that can be used for general corporate borrowings, but are intended to provide liquidity support for each of the companies’ commercial paper programs. Borrowings under the revolvers are available at prevailing short-term interest rates. DTE Energy also has other facilities to support letter of credit issuance.
During 2020, the Registrants have entered into a series of unsecured term loans to raise additional liquidity, including terms consistent with the unsecured revolving credit agreements. In March 2020, DTE Energy entered into a $500 million unsecured term loan expiring in March 2021, of which the full $500 million has been drawn.
In April 2020, DTE Electric entered into a $200 million unsecured term loan, of which the full $200 million has been drawn, and a $200 million unsecured term loan, of which no amount has been drawn. Additionally, in April 2020, DTE Gas entered into a $100 million unsecured term loan, of which the full $100 million has been drawn. All three loans expire in April 2021.
In May 2020, DTE Lake Erie Generation, Inc., an indirect wholly-owned subsidiary of DTE Energy, entered into a C$110 million unsecured revolving credit agreement to fund construction of on-site electric generation and related infrastructure projects at a Canadian integrated steel manufacturing facility in Ontario, Canada. The revolving credit agreement is guaranteed by DTE Energy and there was C$19 million outstanding as of June 30, 2020. The revolving credit agreement expires in May 2023 and has terms consistent with DTE Energy's unsecured revolving credit agreements.
In June 2020, DTE Energy entered into a $167 million unsecured term loan expiring in June 2021, of which no amount has been drawn. The loan will terminate if no amounts have been drawn by September 28, 2020.
The unsecured revolving credit agreements require DTE Energy, DTE Electric, and DTE Gas to maintain a total funded debt to capitalization ratio of no more than 0.65 to 1. In the agreements, "total funded debt" means all indebtedness of each respective company and their consolidated subsidiaries, including finance lease obligations, hedge agreements, and guarantees of third parties’ debt, but excluding contingent obligations, nonrecourse and junior subordinated debt, and certain equity-linked securities and, except for calculations at the end of the second quarter, certain DTE Gas short-term debt. "Capitalization" means the sum of (a) total funded debt plus (b) "consolidated net worth," which is equal to consolidated total equity of each respective company and their consolidated subsidiaries (excluding pension effects under certain FASB statements), as determined in accordance with accounting principles generally accepted in the United States of America. At June 30, 2020, the total funded debt to total capitalization ratios for DTE Energy, DTE Electric, and DTE Gas were 0.60 to 1, 0.55 to 1, and 0.47 to 1, respectively, and were in compliance with this financial covenant.
45


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The availability under these facilities as of June 30, 2020 is shown in the following table:
DTE Energy DTE Electric DTE Gas Total
(In millions)
Unsecured letter of credit facility, expiring in February 2021 $ 150    $ —    $ —    $ 150   
Unsecured letter of credit facility, expiring in August 2021 110    —    —    110   
Unsecured term loan, expiring in March 2021 500    —    —    500   
Unsecured term loans, expiring in April 2021 —    400    100    500   
Unsecured term loan, expiring in June 2021 167    —    —    167   
Unsecured Canadian revolving credit facility, expiring May 2023 81    —    —    81   
Unsecured revolving credit facility, expiring April 2024 1,500    500    300    2,300   
2,508    900    400    3,808   
Amounts outstanding at June 30, 2020
Letters of credit 201    —    —    201   
Unsecured term loan 500    200    100    800   
Revolver borrowings 114    —    —    114   
815    200    100    1,115   
Net availability at June 30, 2020 $ 1,693    $ 700    $ 300    $ 2,693   
DTE Energy has $9 million of other outstanding letters of credit which are used for various corporate purposes and are not included in the facilities described above.
In July 2020, DTE Energy entered into a $50 million uncommitted letter of credit facility, of which no amount is outstanding. The facility expires in July 2021 with an automatic renewal provision.
In conjunction with maintaining certain exchange traded risk management positions, DTE Energy may be required to post collateral with its clearing agent. DTE Energy has a demand financing agreement for up to $100 million with its clearing agent. The agreement, as amended, also allows for up to $50 million of additional margin financing provided that DTE Energy posts a letter of credit for the incremental amount and allows the right of setoff with posted collateral. At June 30, 2020, the capacity under this facility was $150 million. The amount outstanding under this agreement was $70 million and $114 million at June 30, 2020 and December 31, 2019, respectively, and was fully offset by the posted collateral.

NOTE 12 — LEASES
Lessor
During the second quarter of 2020, DTE Energy executed a sale of membership interests in the REF business accounted for as a finance lease arrangement with a term of less than 2 years, resulting in a net investment in finances leases of $8 million and selling profit of $11 million.
During the first quarter of 2020, DTE Energy completed construction of and began operating certain energy infrastructure assets for a large industrial customer under a long-term agreement, where the assets will transfer to the customer at the end of the contract term in 2040. DTE Energy has accounted for a portion of the agreement as a finance lease arrangement, recognizing a net investment of $133 million.
46


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The components of DTE Energy’s net investment in finance leases for remaining periods were as follows:
DTE Energy
June 30, 2020
(In millions)
2020 $ 14   
2021 24   
2022 20   
2023 19   
2024 19   
2025 and Thereafter 273   
Total minimum future lease receipts 369   
Residual value of leased pipeline 19   
Less unearned income 205   
Net investment in finance lease 183   
Less current portion 11   
$ 172   
Interest income recognized under finance leases was $4 million and $1 million for the three months ended June 30, 2020 and 2019, respectively, and $8 million and $2 million for the six months ended June 30, 2020 and 2019, respectively.
DTE Energy’s lease income associated with operating leases was as follows:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Fixed payments $ 17    $ 17    $ 33    $ 34   
Variable payments 16    25    39    52   
$ 33    $ 42    $ 72    $ 86   

NOTE 13 — COMMITMENTS AND CONTINGENCIES
Environmental
DTE Electric
Air — DTE Electric is subject to the EPA ozone and fine particulate transport and acid rain regulations that limit power plant emissions of SO2 and NOX. The EPA and the State of Michigan have also issued emission reduction regulations relating to ozone, fine particulate, regional haze, mercury, and other air pollution. These rules have led to controls on fossil-fueled power plants to reduce SO2, NOX, mercury, and other emissions. Additional rulemakings may occur over the next few years which could require additional controls for SO2, NOX, and other hazardous air pollutants.
The EPA proposed revised air quality standards for ground level ozone in November 2014 and specifically requested comments on the form and level of the ozone standards. The standards were finalized in October 2015. The State of Michigan recommended to the EPA in October 2016 which areas of the state are not attaining the new standard. On April 30, 2018, the EPA finalized the State of Michigan's recommended marginal non-attainment designation for southeast Michigan. The State is required to develop and implement a plan to address the southeast Michigan ozone non-attainment area by 2021. The Registrants cannot predict the scope and associated financial impact of the State's plan to address the ozone non-attainment area at this time.
47


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
In July 2009, the Registrants received a NOV/FOV from the EPA alleging, among other things, that five DTE Electric power plants violated New Source Performance standards, Prevention of Significant Deterioration requirements, and operating permit requirements under the Clean Air Act. In June 2010, the EPA issued a NOV/FOV making similar allegations related to a project and outage at Unit 2 of the Monroe Power Plant. In March 2013, DTE Energy received a supplemental NOV from the EPA relating to the July 2009 NOV/FOV. The supplemental NOV alleged additional violations relating to the New Source Review provisions under the Clean Air Act, among other things.
In August 2010, the U.S. Department of Justice, at the request of the EPA, brought a civil suit in the U.S. District Court for the Eastern District of Michigan against DTE Energy and DTE Electric, related to the June 2010 NOV/FOV and the outage work performed at Unit 2 of the Monroe Power Plant. In August 2011, the U.S. District Court judge granted DTE Energy's motion for summary judgment in the civil case, dismissing the case and entering judgment in favor of DTE Energy and DTE Electric. In October 2011, the EPA filed a Notice of Appeal to the Court of Appeals for the Sixth Circuit. In March 2013, the Court of Appeals remanded the case to the U.S. District Court for review of the procedural component of the New Source Review notification requirements. In September 2013, the EPA filed a motion seeking leave to amend their complaint regarding the June 2010 NOV/FOV adding additional claims related to outage work performed at the Trenton Channel and Belle River Power Plants as well as additional claims related to work performed at the Monroe Power Plant. In March 2014, the U.S. District Court judge again granted DTE Energy's motion for summary judgment dismissing the civil case related to Monroe Unit 2. In April 2014, the U.S. District Court judge granted motions filed by the EPA and the Sierra Club to amend their New Source Review complaint adding additional claims for Monroe Units 1, 2, and 3, Belle River Units 1 and 2, and Trenton Channel Unit 9. In October 2014, the EPA and the U.S. Department of Justice filed a notice of appeal of the U.S. District Court judge's dismissal of the Monroe Unit 2 case. The amended New Source Review claims were all stayed pending resolution of the appeal by the Court of Appeals for the Sixth Circuit. On January 10, 2017, a divided panel of the Court reversed the decision of the U.S. District Court. On May 8, 2017, DTE Energy and DTE Electric filed a motion to stay the mandate pending filing of a petition for writ of certiorari with the U.S. Supreme Court. The Sixth Circuit granted the motion on May 16, 2017, staying the claims in the U.S. District Court until the U.S. Supreme Court disposes of the case. DTE Electric and DTE Energy filed a petition for writ of certiorari on July 31, 2017. On December 11, 2017, the U.S. Supreme Court denied certiorari. As a result of the Supreme Court electing not to review the matter, the case was sent back to the U.S. District Court for further proceedings and on June 14, 2018 the case was stayed pending settlement negotiations.
In May 2020, the Registrants, the United States, and the Sierra Club reached a settlement, which was memorialized in the form of a Consent Decree and a separate settlement agreement between the Registrants and Sierra Club. The Consent Decree was submitted and received by the US District Court and the public comment period ended on June 14, 2020. The United States is currently responding to the comments that were submitted during the public comment period. As of June 30, 2020, approximately $7 million has been accrued for the settlement. A final determination regarding the settlement is expected in the third quarter of 2020. The Registrants do not expect the final settlement to have a material financial impact.
The Registrants believe that the plants and generating units identified by the EPA and the Sierra Club have complied with all applicable federal environmental regulations. Depending upon the outcome of the litigation and further discussions with the EPA regarding the two NOVs/FOVs, DTE Electric could be required to install additional pollution control equipment at some or all of the power plants in question, implement early retirement of facilities where control equipment is not economical, engage in supplemental environmental programs, and/or pay fines. The Registrants do not expect the outcome of this matter to have a material impact on their Consolidated Financial Statements.
The EPA has implemented regulatory actions under the Clean Air Act to address emissions of GHGs from the utility sector and other sectors of the economy. Among these actions, in 2015 the EPA finalized performance standards for emissions of carbon dioxide from new and existing fossil-fuel fired EGUs. The performance standards for existing EGUs, known as the EPA Clean Power Plan, were challenged by petitioners and stayed by the U.S. Supreme Court in February 2016 pending final review by the courts. On October 10, 2017, the EPA, under a new administration, proposed to rescind the Clean Power Plan, and in August 2018, the EPA proposed revised emission guidelines for GHGs from existing EGUs. On June 19, 2019, the EPA Administrator officially repealed the Clean Power Plan and finalized its replacement, named the ACE rule. The ACE Rule requires the state of Michigan to submit a plan in 2022 that includes GHG standards for existing coal-fired power plant units in Michigan. These final rules do not impact DTE Energy's commitments for its electric utility operations to reduce carbon emissions 32% by the early 2020s, 50% by 2030, and 80% by 2040 from the 2005 carbon emissions levels, or its goal of net zero emissions for its electric utility operations by 2050.
48


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
In addition to the GHG standards for existing EGUs, in December 2018, the EPA issued proposed revisions to the carbon dioxide performance standards for new, modified, or reconstructed fossil-fuel fired EGUs. The carbon standards for new sources are not expected to have a material impact on DTE Electric, since DTE Electric has no plans to build new coal-fired generation and any potential new gas generation will be able to comply with the standards.
Pending or future legislation or other regulatory actions could have a material impact on DTE Electric's operations and financial position and the rates charged to its customers. Impacts include expenditures for environmental equipment beyond what is currently planned, financing costs related to additional capital expenditures, the purchase of emission credits from market sources, higher costs of purchased power, and the retirement of facilities where control equipment is not economical. DTE Electric would seek to recover these incremental costs through increased rates charged to its utility customers, as authorized by the MPSC.
To comply with air pollution requirements, DTE Electric spent approximately $2.4 billion through 2019. DTE Electric does not anticipate additional capital expenditures for air pollution requirements through 2026, subject to the results of future rulemakings.
Water — In response to an EPA regulation, DTE Electric was required to examine alternatives for reducing the environmental impacts of the cooling water intake structures at several of its facilities. Based on the results of completed studies and expected future studies, DTE Electric may be required to install technologies to reduce the impacts of the water intake structures. A final rule became effective in October 2014. The final rule requires studies to be completed and submitted as part of the NPDES permit application process to determine the type of technology needed to reduce impacts to fish. DTE Electric has initiated the process of completing the required studies. Final compliance for the installation of any required technology will be determined by the state on a case by case, site specific basis. DTE Electric is currently evaluating the compliance options and working with the State of Michigan on evaluating whether any controls are needed. These evaluations/studies may require modifications to some existing intake structures. It is not possible to quantify the impact of this rulemaking at this time.
Contaminated and Other Sites — Prior to the construction of major interstate natural gas pipelines, gas for heating and other uses was manufactured locally from processes involving coal, coke, or oil. The facilities, which produced gas, have been designated as MGP sites. DTE Electric conducted remedial investigations at contaminated sites, including three former MGP sites. The investigations have revealed contamination related to the by-products of gas manufacturing at each MGP site. In addition to the MGP sites, DTE Electric is also in the process of cleaning up other contaminated sites, including the area surrounding an ash landfill, electrical distribution substations, electric generating power plants, and underground and above ground storage tank locations. The findings of these investigations indicated that the estimated cost to remediate these sites is expected to be incurred over the next several years. At June 30, 2020 and December 31, 2019, DTE Electric had $7 million and $8 million, respectively, accrued for remediation. Any change in assumptions, such as remediation techniques, nature and extent of contamination, and regulatory requirements, could impact the estimate of remedial action costs for the sites and affect DTE Electric’s financial position and cash flows. DTE Electric believes the likelihood of a material change to the accrued amount is remote based on current knowledge of the conditions at each site.
Coal Combustion Residuals and Effluent Limitations Guidelines — A final EPA rule for the disposal of coal combustion residuals, commonly known as coal ash, became effective in October 2015, and was revised in October 2016 and July 2018. The rule is based on the continued listing of coal ash as a non-hazardous waste and relies on various self-implementation design and performance standards. DTE Electric owns and operates three permitted engineered coal ash storage facilities to dispose of coal ash from coal-fired power plants and operates a number of smaller impoundments at its power plants subject to certain provisions in the CCR rule. At certain facilities, the rule currently requires the installation of monitoring wells, compliance with groundwater standards, and the closure of basins at the end of the useful life of the associated power plant. At other facilities, the rule requires ash laden waters be moved from earthen basins to steel and concrete tanks. DTE Electric has estimated the impact of the current rule to be $609 million of capital expenditures.
49


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
On December 2, 2019, a proposed revision to the CCR Rule was published in the Federal Register to address the D.C. Circuit's 2018 decision regarding CCR impoundments that are not lined with an engineered liner system. The rule proposes that all CCR impoundments that do not meet the engineered liner requirements must close by specific dates, and it further confirms that all clay lined impoundments are viewed as unlined. On March 3, 2020, an additional proposed revision to the CCR Rule was published in the Federal Register that provides a process to determine if certain unlined impoundments consist of an alternative liner system that may be as protective as the current liners specified in the CCR rule, and therefore may continue to operate. DTE Electric is currently evaluating options including the alternative liner system demonstration for our clay lined impoundments based on the range of outcomes of the current proposed rules to determine any changes to DTE Electric's plans in the operation and closure of coal ash impoundments.
At the State level, legislation was signed by the Governor in December 2018 and provides for further regulation of the CCR program in Michigan. Additionally, the bill provides the basis of a CCR program that EGLE has submitted to the EPA for approval to fully regulate the CCR program in Michigan in lieu of a Federal permit program.
In November 2015, the EPA finalized the ELG Rule for the steam electric power generating industry which requires additional controls to be installed between 2018 and 2023. Compliance schedules for individual facilities and individual waste streams are determined through issuance of new NPDES permits by the State of Michigan. The State of Michigan has issued a NPDES permit for the Belle River Power Plant establishing a compliance deadline of December 31, 2021. No new permits that would require ELG compliance have been issued for other facilities, consequently no compliance timelines have been established.
On April 12, 2017, the EPA granted a petition for reconsideration of the 2015 ELG Rule. The EPA also signed an administrative stay of the ELG Rule’s compliance deadlines for fly ash transport water, bottom ash transport water, and FGD wastewater, among others. On June 6, 2017, the EPA published in the Federal Register a proposed rule (Postponement Rule) to postpone certain applicable deadlines within the 2015 ELG rule. The Postponement Rule was published on September 18, 2017. The Postponement Rule nullified the administrative stay but also extended the earliest compliance deadlines for only FGD wastewater and bottom ash transport water until November 1, 2020 in order for the EPA to propose and finalize a new ruling. On November 22, 2019, the EPA issued a proposed rule to revise the technology-based effluent limitations guidelines and standards applicable to FGD wastewater and bottom ash transport water. The ELG compliance requirements and final deadlines for bottom ash transport water and FGD wastewater, and total ELG related compliance costs will not be known until the EPA completes its reconsideration of the ELG Rule expected by the end of 2020.
DTE Gas
Air — In June 2020, DTE Energy expanded its net zero goal to include its gas utility operations by committing to reduce greenhouse gas emissions to net zero by 2050 from procurement of natural gas through delivery. In addition, DTE Gas committed to partner with customers to help them reduce GHG emissions through energy efficiency and participation in a voluntary emissions offset program. Further details of the DTE Gas net zero goal will emerge as the company evaluates strategies and technologies for reducing emissions.
Contaminated and Other Sites — DTE Gas owns or previously owned, 14 former MGP sites. Investigations have revealed contamination related to the by-products of gas manufacturing at each site. Cleanup of eight of the MGP sites is complete, and the sites are closed. DTE Gas has also completed partial closure of four additional sites. Cleanup activities associated with the remaining sites will continue over the next several years. The MPSC has established a cost deferral and rate recovery mechanism for investigation and remediation costs incurred at former MGP sites. In addition to the MGP sites, DTE Gas is also in the process of cleaning up other contaminated sites, including gate stations, gas pipeline releases, and underground storage tank locations. As of June 30, 2020 and December 31, 2019, DTE Gas had $24 million and $25 million, respectively, accrued for remediation. Any change in assumptions, such as remediation techniques, nature and extent of contamination, and regulatory requirements, could impact the estimate of remedial action costs for the sites and affect DTE Gas' financial position and cash flows. DTE Gas anticipates the cost amortization methodology approved by the MPSC, which allows for amortization of the MGP costs over a ten-year period beginning with the year subsequent to the year the MGP costs were incurred, will prevent the associated investigation and remediation costs from having a material adverse impact on DTE Gas' results of operations.
Non-utility
DTE Energy's non-utility businesses are subject to a number of environmental laws and regulations dealing with the protection of the environment from various pollutants.
50


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
In March 2019, the EPA issued a finding of violation to EES Coke, the Michigan coke battery facility that is a wholly-owned subsidiary of DTE Energy, alleging that the 2008 and 2014 permits issued by EGLE did not comply with the Clean Air Act. EES Coke evaluated the EPA's alleged violations and believes that the permits approved by EGLE complied with the Clean Air Act. Discussions with the EPA are ongoing. At the present time, DTE Energy cannot predict the outcome or financial impact of this FOV.
Other
In 2010, the EPA finalized a new one-hour SO2 ambient air quality standard that requires states to submit plans and associated timelines for non-attainment areas that demonstrate attainment with the new SO2 standard in phases. Phase 1 addresses non-attainment areas designated based on ambient monitoring data. Phase 2 addresses non-attainment areas with large sources of SO2 and modeled concentrations exceeding the National Ambient Air Quality Standards for SO2. Phase 3 addresses smaller sources of SO2 with modeled or monitored exceedances of the new SO2 standard.
Michigan's Phase 1 non-attainment area includes DTE Energy facilities in southwest Detroit and areas of Wayne County. Modeling runs by EGLE suggest that emission reductions may be required by significant sources of SO2 emissions in these areas, including DTE Electric power plants and DTE Energy's Michigan coke battery facility. As part of the SIP process, DTE Energy has worked with EGLE to develop air permits reflecting significant SO2 emission reductions that, in combination with other non-DTE Energy sources' emission reduction strategies, will help the state attain the standard and sustain its attainment. Since several non-DTE Energy sources are also part of the proposed compliance plan, DTE Energy is unable to determine the full impact of the final required emissions reductions on DTE's facilities at this time.
Michigan's Phase 2 non-attainment area includes DTE Electric facilities in St. Clair County. SIP submittal and EPA approval describing the control strategy and timeline for demonstrating compliance with the new SO2 standard is the next step in the process and is expected to be completed in 2020. DTE Energy is unable to determine the full impact of the SIP strategy.
Synthetic Fuel Guarantees
DTE Energy discontinued the operations of its synthetic fuel production facilities throughout the United States as of December 31, 2007. DTE Energy provided certain guarantees and indemnities in conjunction with the sales of interests in its synfuel facilities. The guarantees cover potential commercial, environmental, oil price, and tax-related obligations that will survive until 90 days after expiration of all applicable statutes of limitations. DTE Energy estimates that its maximum potential liability under these guarantees at June 30, 2020 was approximately $400 million. Payment under these guarantees are considered remote.
REF Guarantees
DTE Energy has provided certain guarantees and indemnities in conjunction with the sales of interests in or lease of its REF facilities. The guarantees cover potential commercial, environmental, and tax-related obligations that will survive until 90 days after expiration of all applicable statutes of limitations. DTE Energy estimates that its maximum potential liability under these guarantees at June 30, 2020 was $470 million. Payments under these guarantees are considered remote.
NEXUS Guarantees
NEXUS is party to certain 15-year capacity agreements for the transportation of natural gas with DTE Gas and Texas Eastern Transmission, LP, an unrelated third party. In conjunction with these agreements, DTE Energy provided certain guarantees on behalf of NEXUS to DTE Gas and Texas Eastern Transmission, LP, with maximum potential payments totaling $226 million and $360 million at June 30, 2020, respectively; each representing 50% of all payment obligations due and payable by NEXUS. Each guarantee terminates at the earlier of (i) such time as all of the guaranteed obligations have been fully performed, or (ii) two months following the end of the primary term of the capacity agreements in 2033. The amount of each guarantee decreases annually as payments are made by NEXUS to each of the aforementioned counterparties.
NEXUS is also party to certain 15-year capacity agreements for the transportation of natural gas with Vector, an equity method investee of DTE Energy. Pursuant to the terms of those agreements, in October 2018, DTE Energy executed a guarantee agreement with Vector, with a maximum potential payment totaling $7 million at June 30, 2020, representing 50% of the first-year payment obligations due and payable by NEXUS. The guarantee terminates at the earlier of (i) such time as all of the guaranteed obligations have been fully performed or (ii) 15 years from the date DTE Energy entered into the guarantee.
Should NEXUS fail to perform under the terms of these agreements, DTE Energy is required to perform on its behalf. Payments under these guarantees are considered remote.
51


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Other Guarantees
In certain limited circumstances, the Registrants enter into contractual guarantees. The Registrants may guarantee another entity’s obligation in the event it fails to perform and may provide guarantees in certain indemnification agreements. Finally, the Registrants may provide indirect guarantees for the indebtedness of others. DTE Energy’s guarantees are not individually material with maximum potential payments totaling $51 million at June 30, 2020. Payments under these guarantees are considered remote.
The Registrants are periodically required to obtain performance surety bonds in support of obligations to various governmental entities and other companies in connection with its operations. As of June 30, 2020, DTE Energy had $123 million of performance bonds outstanding, including $68 million for DTE Electric. In the event that such bonds are called for nonperformance, the Registrants would be obligated to reimburse the issuer of the performance bond. The Registrants are released from the performance bonds as the contractual performance is completed and does not believe that a material amount of any currently outstanding performance bonds will be called.
Vector Line of Credit
In July 2019, DTE Energy, as lender, entered into a revolving term credit facility with Vector, as borrower, in the amount of C$70 million. The credit facility was executed in response to the passage of Canadian regulations requiring oil and gas pipelines to demonstrate their financial ability to respond to a catastrophic event and exists for the sole purpose of satisfying these regulations. Vector may only draw upon the facility if the funds are required to respond to a catastrophic event. The maximum potential payments under the line of credit at June 30, 2020 is $51 million. The funding of a loan under the terms of the credit facility is considered remote.
Labor Contracts
There are several bargaining units for DTE Energy subsidiaries' approximate 5,200 represented employees, including DTE Electric's approximate 2,800 represented employees. The majority of the represented employees are under contracts that expire in 2021 and 2022.
Purchase Commitments
Utility capital expenditures, expenditures for non-utility businesses, and contributions to equity method investees will be approximately $4.5 billion and $2.6 billion in 2020 for DTE Energy and DTE Electric, respectively. The Registrants have made certain commitments in connection with the estimated 2020 annual capital expenditures and contributions to equity method investees.
Bankruptcies
DTE Energy's Power and Industrial Projects segment holds ownership interests in, and operates, five generating plants that sell electric output from renewable sources under long-term power purchase agreements with PG&E. PG&E filed for Chapter 11 bankruptcy protection on January 29, 2019. PG&E emerged from Chapter 11 bankruptcy effective July 1, 2020. DTE's renewable power purchase agreements were assumed under PG&E's Reorganization Plan and payment has been received for all past due receivables related to these agreements.
COVID-19 Pandemic
DTE Energy is actively monitoring the impact of the COVID-19 pandemic on supply chains, markets, counterparties, and customers, and any related impacts on operating costs, customer demand, and recoverability of assets that could materially impact the Registrants' financial results.
The uncertainty around COVID-19 and its impact has contributed to volatility in financial markets, generally including significant losses in the first quarter 2020 and gains in the second quarter 2020. For certain non-qualified benefit plan trusts for which gains and losses affect earnings, the impacts to financial markets resulted in pre-tax investment losses of $9 million for DTE Electric and $1 million for DTE Gas for the six months ended June 30, 2020. For the three months ended June 30, 2020, DTE Electric and DTE Gas recognized pre-tax investment gains of $22 million and $2 million, respectively.
Additional impacts from the COVID-19 pandemic for the three and six months ended June 30, 2020 include a reduction in DTE Electric sales volumes from commercial and industrial customers and an increase in residential customer sales volumes given closures and change to remote operations for many businesses and other institutions. This shift contributed to a net
52


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
reduction in DTE Electric sales volumes for the three and six months ended June 30, 2020, but the impact to earnings has been largely mitigated by favorable rate mix.
Operation and maintenance expenses has also been impacted by COVID-19, primarily at DTE Electric, due to higher costs for personal protective equipment and other health and safety related costs, including shift premiums and related expenses associated with the sequestration of certain employees critical to continued operations.
For non-utility businesses, COVID-19 has primarily impacted the Power and Industrial Projects segment, contributing to lower production in the REF business and lower demand in the Steel business. These impacts were most significant in March and April 2020 when government orders to cease non-essential business activity resulted in temporary shut-down of certain operations. While these impacts have adversely affected Operating revenues and Other income from REF entities, Net income has not been significantly impacted due to related decreases in Operating expenses.
Finally, as discussed in Note 2, "Significant Accounting Policies", the allowance for doubtful accounts was increased at our utilities due to additional risk relating to COVID-19. However, as a portion of this increase has been deferred as Regulatory assets, there has not been a material impact to uncollectible expense.
In consideration of the above factors and all other current and expected impacts to the Registrants' performance and cash flows resulting from the COVID-19 pandemic, there have been no material adjustments or reserves deemed necessary to the Consolidated Financial Statements as of June 30, 2020.
The Registrants cannot predict the future impacts of the COVID-19 pandemic on the Consolidated Financial Statements, as developments involving COVID-19 and its related effects on economic and operating conditions remain highly uncertain.
Other Contingencies
The Registrants are involved in certain other legal, regulatory, administrative, and environmental proceedings before various courts, arbitration panels, and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes, additional environmental reviews and investigations, audits, inquiries from various regulators, and pending judicial matters. The Registrants cannot predict the final disposition of such proceedings. The Registrants regularly review legal matters and record provisions for claims that they can estimate and are considered probable of loss. The resolution of these pending proceedings is not expected to have a material effect on the Registrants' Consolidated Financial Statements in the periods they are resolved.
For a discussion of contingencies related to regulatory matters and derivatives, see Notes 6 and 9 to the Consolidated Financial Statements, "Regulatory Matters" and "Financial and Other Derivative Instruments," respectively.

NOTE 14 — RETIREMENT BENEFITS AND TRUSTEED ASSETS
The following tables detail the components of net periodic benefit costs (credits) for pension benefits and other postretirement benefits for DTE Energy:
Pension Benefits Other Postretirement Benefits
Three Months Ended June 30,
2020 2019 2020 2019
(In millions)
Service cost $ 24    $ 21    $   $  
Interest cost 47    54    14    17   
Expected return on plan assets (83)   (81)   (32)   (31)  
Amortization of:
Net actuarial loss 43    34       
Prior service credit —    —    (5)   (2)  
Net periodic benefit cost (credit) $ 31    $ 28    $ (13)   $ (7)  
53


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Pension Benefits Other Postretirement Benefits
Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Service cost $ 49    $ 42    $ 13    $ 11   
Interest cost 93    109    28    35   
Expected return on plan assets (166)   (162)   (64)   (62)  
Amortization of:
Net actuarial loss 86    66       
Prior service credit —    —    (10)   (4)  
Net periodic benefit cost (credit) $ 62    $ 55    $ (25)   $ (14)  
DTE Electric participates in various plans that provide pension and other postretirement benefits for DTE Energy and its affiliates. The plans are sponsored by DTE Energy's subsidiary, DTE Energy Corporate Services, LLC. DTE Electric accounts for its participation in DTE Energy's qualified and non-qualified pension plans by applying multiemployer accounting. DTE Electric accounts for its participation in other postretirement benefit plans by applying multiple-employer accounting. Within multiemployer and multiple-employer plans, participants pool plan assets for investment purposes and to reduce the cost of plan administration. The primary difference between plan types is assets contributed in multiemployer plans can be used to provide benefits for all participating employers, while assets contributed within a multiple-employer plan are restricted for use by the contributing employer. As a result of multiemployer accounting treatment, capitalized costs associated with these plans are reflected in Property, plant, and equipment in DTE Electric's Consolidated Statements of Financial Position. The same capitalized costs are reflected as Regulatory assets and liabilities in DTE Energy's Consolidated Statements of Financial Position. In addition, the service cost and non-service cost components are presented in Operation and maintenance in DTE Electric's Consolidated Statements of Operations. The same non-service cost components are presented in Other (Income) and Deductions — Non-operating retirement benefits, net in DTE Energy's Consolidated Statements of Operations. Plan participants of all plans are solely DTE Energy and affiliate participants.
DTE Energy's subsidiaries are responsible for their share of qualified and non-qualified pension benefit costs. DTE Electric's allocated portion of pension benefit costs included in capital expenditures and operating and maintenance expense were $25 million and $22 million for the three months ended June 30, 2020 and 2019, respectively, and $51 million and $45 million for the six months ended June 30, 2020 and 2019, respectively. These amounts include recognized contractual termination benefit charges, curtailment gains, and settlement charges.
The following tables detail the components of net periodic benefit costs (credits) for other postretirement benefits for DTE Electric:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions) (In millions)
Service cost $   $   $ 10    $  
Interest cost 10    14    21    27   
Expected return on plan assets (22)   (21)   (44)   (42)  
Amortization of:
Net actuarial loss        
Prior service credit (3)   (3)   (7)   (4)  
Net periodic benefit credit $ (7)   $ (5)   $ (14)   $ (9)  
At the discretion of management, and depending upon economic and financial market conditions, DTE Energy anticipates making up to $185 million in contributions to the qualified pension plans during 2020, including $160 million of DTE Electric contributions. DTE Energy does not anticipate making any contributions to its other postretirement benefit plans in 2020.

54


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
NOTE 15 — SEGMENT AND RELATED INFORMATION
DTE Energy sets strategic goals, allocates resources, and evaluates performance based on the following structure:
Electric segment consists principally of DTE Electric, which is engaged in the generation, purchase, distribution, and sale of electricity to approximately 2.2 million residential, commercial, and industrial customers in southeastern Michigan.
Gas segment consists principally of DTE Gas, which is engaged in the purchase, storage, transportation, distribution, and sale of natural gas to approximately 1.3 million residential, commercial, and industrial customers throughout Michigan and the sale of storage and transportation capacity.
Gas Storage and Pipelines is primarily engaged in services related to the gathering, transportation, and storage of natural gas.
Power and Industrial Projects is comprised primarily of projects that deliver energy and utility-type products and services to industrial, commercial, and institutional customers, produce reduced emissions fuel, and sell electricity and pipeline-quality gas from renewable energy projects.
Energy Trading consists of energy marketing and trading operations.
Corporate and Other includes various holding company activities, holds certain non-utility debt, and holds energy-related investments.
The federal income tax provisions or benefits of DTE Energy’s subsidiaries are determined on an individual company basis and recognize the tax benefit of tax credits and net operating losses, if applicable. The state and local income tax provisions of the utility subsidiaries are determined on an individual company basis and recognize the tax benefit of various tax credits and net operating losses, if applicable. The subsidiaries record federal, state, and local income taxes payable to or receivable from DTE Energy based on the federal, state, and local tax provisions of each company.
Inter-segment billing for goods and services exchanged between segments is based upon tariffed or market-based prices of the provider and primarily consists of the sale of reduced emissions fuel, power sales, and natural gas sales in the following segments:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Electric $ 15    $ 13    $ 30    $ 27   
Gas        
Gas Storage and Pipelines        
Power and Industrial Projects 80    157    174    302   
Energy Trading     14    12   
Corporate and Other —    —       
$ 112    $ 181    $ 236    $ 353   
55


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
Financial data of DTE Energy's business segments follows:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Operating Revenues — Utility operations
Electric $ 1,309    $ 1,190    $ 2,521    $ 2,425   
Gas 251    243    791    888   
Operating Revenues — Non-utility operations
Electric   —      —   
Gas Storage and Pipelines 172    121    342    237   
Power and Industrial Projects 219    402    526    790   
Energy Trading 740    1,113    1,653    2,414   
Corporate and Other   —       
Reconciliation and Eliminations (112)   (181)   (236)   (353)  
Total $ 2,583    $ 2,888    $ 5,605    $ 6,402   
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Net Income (Loss) Attributable to DTE Energy by Segment:
Electric $ 183    $ 133    $ 277    $ 280   
Gas     122    159   
Gas Storage and Pipelines 70    50    142    98   
Power and Industrial Projects 25    29    55    55   
Energy Trading (1)   (6)   33    26   
Corporate and Other (1)   (32)   (12)   (35)  
Net Income Attributable to DTE Energy Company $ 277    $ 182    $ 617    $ 583   

NOTE 16 — RELATED PARTY TRANSACTIONS
DTE Energy enters into related party transactions with certain equity method investees, primarily NEXUS.
DTE Gas is party to a 15-year capacity lease agreement with NEXUS for the transportation of natural gas. Under the lease agreement, DTE Gas provides firm pipeline capacity in the DTE Gas system in order for NEXUS to provide service to its customers from an interconnect between NEXUS and DTE Gas. DTE Gas charges NEXUS a fixed daily pipeline reservation charge for this capacity.
DTE Electric and DTE Gas are also party to respective 20-year and 15-year service agreements with NEXUS for the transportation of natural gas. Under the service agreements, NEXUS provides firm pipeline capacity to transport natural gas to DTE Electric and to service DTE Gas customers. DTE Electric and DTE Gas incur a firm daily pipeline reservation charge, which is recovered through the respective PSCR and GCR mechanisms.
DTE Energy Trading also enters into related party transactions with NEXUS for the transportation of natural gas.
56


DTE Energy Company — DTE Electric Company
Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)
The following table summarizes the amounts resulting from these transactions included in the Consolidated Statements of Operations:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Operating Revenues — Utility operations
DTE Gas $   $   $ 16    $ 16   
Fuel, purchased power, and gas — utility
DTE Electric $   $   $   $  
DTE Gas $   $   $ 12    $ 13   
Fuel, purchased power, and gas — non-utility
DTE Energy Trading $   $   $ 13    $  
Other related party transactions with equity method investees include transactions with Vector Pipeline and Millennium Pipeline. These transactions were not material for the three and six months ended June 30, 2020 and 2019.
57


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following combined discussion is separately filed by DTE Energy and DTE Electric. However, DTE Electric does not make any representations as to information related solely to DTE Energy or the subsidiaries of DTE Energy other than itself.
EXECUTIVE OVERVIEW
DTE Energy is a diversified energy company and is the parent company of DTE Electric and DTE Gas, regulated electric and natural gas utilities engaged primarily in the business of providing electricity and natural gas sales, distribution, and storage services throughout Michigan. DTE Energy also operates three energy-related non-utility segments with operations throughout the United States.
The following table summarizes DTE Energy's financial results:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions, except per share amounts)
Net Income Attributable to DTE Energy Company $ 277    $ 182    $ 617    $ 583   
Diluted Earnings per Common Share $ 1.44    $ 0.99    $ 3.20    $ 3.18   
The increase in Net Income for the three months ended June 30, 2020 was primarily due to higher earnings in the Electric, Gas Storage and Pipelines, and Corporate and Other segments, partially offset by lower earnings in the Gas segment. The increase in Net Income for the six months ended June 30, 2020 was primarily due to higher earnings in the Gas Storage and Pipelines and Corporate and Other segments, partially offset by lower earnings in the Gas segment.
During the first quarter 2020, the COVID-19 pandemic began impacting Michigan and the other service territories throughout the United States in which the Registrants operate. DTE Energy took certain safety precautions including directing employees to work remotely whenever possible and pausing all non-critical business activities. The spread of COVID-19 and efforts to contain the virus resulted in closures and reduced operations of businesses, governmental agencies, and other institutions.
Beginning in May and continuing into June 2020, DTE Energy resumed business activities that had been temporarily suspended. Local businesses and other institutions also resumed operations as new cases of COVID-19 began to decline and government restrictions were reduced.
The uncertainty around COVID-19 and its impact has contributed to volatility in financial markets, generally including significant losses in the first quarter 2020 and gains in the second quarter 2020. For certain non-qualified benefit plan trusts for which gains and losses affect earnings, the impacts to financial markets resulted in pre-tax investment losses of $9 million for the Electric segment and $1 millions for the Gas segment for the six months ended June 30, 2020. For the three months ended June 30, 2020, the Electric and Gas segments recognized pre-tax investment gains of $22 million and $2 million, respectively.
Other impacts from the COVID-19 pandemic have included a reduction in sales volumes from commercial and industrial customers and an increase in sales volumes from residential customers within the Electric segment. COVID-19 has also impacted the Power and Industrial Projects segment, contributing to lower production in the REF business and lower demand in the Steel business.
Operation and maintenance expense has been impacted by COVID-19,primarily in the Electric segment, due to higher costs for personal protective equipment and other health and safety related costs, including shift premiums and related expenses associated with the sequestration of certain employees critical to continued operations.
Please see detailed explanations of segment performance in the following "Results of Operations" section.
58


STRATEGY
DTE Energy's strategy is to achieve long-term earnings growth, a strong balance sheet, and an attractive dividend yield.
DTE Energy's utilities are investing capital to improve customer reliability through investments in base infrastructure and new generation, and to comply with environmental requirements. DTE Energy expects that planned significant capital investments will result in earnings growth. DTE Energy is focused on executing plans to achieve operational excellence and customer satisfaction with a focus on customer affordability. DTE Energy operates in a constructive regulatory environment and has solid relationships with its regulators.
DTE Energy is committed to reduce the carbon emissions of its electric utility operations by 32% by the early 2020s, 50% by 2030, and 80% by 2040 from the 2005 carbon emissions levels. DTE Energy is also committed to a net zero carbon emissions goal by 2050 for its electric and gas utility operations. To achieve the reduction goals in the near term, DTE Energy will transition away from coal-powered sources and incorporate more renewable energy, energy waste reduction projects, demand response, and natural gas fueled generation. DTE Energy has already begun the transition in the way it produces power through the continued retirement of its aging coal-fired plants. Refer to the "Capital Investments" section below for further discussion.
DTE Energy has significant investments in non-utility businesses. DTE Energy employs disciplined investment criteria when assessing growth opportunities that leverage its assets, skills, and expertise, and provides diversity in earnings and geography. Specifically, DTE Energy invests in targeted energy markets with attractive competitive dynamics where meaningful scale is in alignment with its risk profile. DTE Energy expects growth opportunities in the Gas Storage and Pipelines and Power and Industrial Projects segments.
A key priority for DTE Energy is to maintain a strong balance sheet which facilitates access to capital markets and reasonably priced short-term and long-term financing. Near-term growth will be funded through internally generated cash flows and the issuance of debt and equity. DTE Energy has an enterprise risk management program that, among other things, is designed to monitor and manage exposure to earnings and cash flow volatility related to commodity price changes, interest rates, and counterparty credit risk.
CAPITAL INVESTMENTS
DTE Energy's utility businesses require significant capital investments to maintain and improve the electric generation and electric and natural gas distribution infrastructure and to comply with environmental regulations and renewable energy requirements.
DTE Electric's capital investments over the 2020-2024 period are estimated at $12.0 billion comprised of $4.0 billion for capital replacements and other projects, $5.0 billion for distribution infrastructure, and $3.0 billion for new generation. DTE Electric has retired five coal-fired generation units at the Trenton Channel, River Rouge, and St. Clair facilities and has announced plans to retire its remaining twelve coal-fired generating units. River Rouge's final unit will retire in 2021 and five additional coal-fired generating units at Trenton Channel and St. Clair will be retired in 2022. The remaining coal-fired generating units at the Belle River and Monroe facilities are expected to be retired by 2040. The retired facilities will be replaced with renewables, energy waste reduction, demand response, and natural gas fueled generation.
DTE Gas' capital investments over the 2020-2024 period are estimated at $3.0 billion comprised of $1.4 billion for base infrastructure, and $1.6 billion for gas main renewal, meter move out, and pipeline integrity programs.
DTE Electric and DTE Gas plan to seek regulatory approval for capital expenditures consistent with ratemaking treatment.
DTE Energy's non-utility businesses' capital investments are primarily for expansion, growth, and ongoing maintenance. Gas Storage and Pipelines' capital investments over the 2020-2024 period are estimated at $2.2 billion to $2.7 billion for gathering and pipeline investments and expansions. Power and Industrial Projects' capital investments over the 2020-2024 period are estimated at $1.0 billion to $1.4 billion for industrial energy services and RNG projects.
59


ENVIRONMENTAL MATTERS
The Registrants are subject to extensive environmental regulations. Additional costs may result as the effects of various substances on the environment are studied and governmental regulations are developed and implemented. Actual costs to comply could vary substantially. The Registrants expect to continue recovering environmental costs related to utility operations through rates charged to customers, as authorized by the MPSC.
Increased costs for energy produced from traditional coal-based sources due to recent, pending, and future regulatory initiatives, could also increase the economic viability of energy produced from renewable, natural gas fueled generation, and/or nuclear sources, energy waste reduction initiatives, and the potential development of market-based trading of carbon instruments which could provide new business opportunities for DTE Energy's utility and non-utility segments. At the present time, it is not possible to quantify the financial impacts of these climate related regulatory initiatives on the Registrants or their customers.
For further discussion of environmental matters, see Note 13 to the Consolidated Financial Statements, "Commitments and Contingencies."
OUTLOOK
The next few years will be a period of rapid change for DTE Energy and for the energy industry. DTE Energy's strong utility base, combined with its integrated non-utility operations, position it well for long-term growth.
Looking forward, DTE Energy will focus on several areas that are expected to improve future performance:
electric and gas customer satisfaction;
electric distribution system reliability;
new electric generation;
gas distribution system renewal;
rate competitiveness and affordability;
regulatory stability and investment recovery for the electric and gas utilities;
employee safety and engagement;
cost structure optimization across all business segments;
cash, capital, and liquidity to maintain or improve financial strength; and
investments that integrate assets and leverage skills and expertise.
DTE Energy will continue to pursue opportunities to grow its businesses in a disciplined manner if it can secure opportunities that meet its strategic, financial, and risk criteria.
In the near term, DTE Energy will continue to monitor the impact of the COVID-19 pandemic on supply chains, markets, counterparties, and customers, and any related impacts on the operating costs, customer demand, and recoverability of assets in our business segments that could materially impact the Registrants' financial results.
DTE Energy expects the reduction in electric demand from commercial and industrial customers and increased demand from residential customers to continue in the near term. Operation and maintenance expenses will also continue to be impacted by the need for personal protective equipment and other safety-related costs.
DTE Energy will continue to review the allowance for doubtful accounts for any additional risk related to COVID-19 and will monitor any ongoing challenges to production and demand in the Power and Industrial Projects segment. DTE Energy will also continue to monitor and evaluate the impact of any regulatory and legislative activities related to the COVID-19 pandemic. Refer to Note 6 to the Consolidated Financial Statements, "Regulatory Matters," for further information on current regulatory issues.
60


The Registrants cannot predict the ultimate impact of these factors to our Consolidated Financial Statements as future developments involving COVID-19 and related impacts on economic and operating conditions are highly uncertain.

RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations includes financial information prepared in accordance with GAAP, as well as the non-GAAP financial measures, Utility Margin and Non-utility Margin, discussed below, which DTE Energy uses as measures of its operational performance. Generally, a non-GAAP financial measure is a numerical measure of financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP.
DTE Energy uses Utility Margin and Non-utility Margin, non-GAAP financial measures, to assess its performance by reportable segment.
Utility Margin includes electric utility and gas utility Operating Revenues net of Fuel, purchased power, and gas expenses. The utilities’ fuel, purchased power, and natural gas supply are passed through to customers, and therefore, result in changes to the utilities’ revenues that are comparable to changes in such expenses. As such, DTE Energy believes Utility Margin provides a meaningful basis for evaluating the utilities’ operations across periods, as it excludes the revenue effect of fluctuations in these expenses. For the Electric segment, non-utility Operating Revenues are reported separately so that Utility Margin can be used to assess utility performance.
The Non-utility Margin relates to the Power and Industrial Projects and Energy Trading segments. For the Power and Industrial Projects segment, Non-utility Margin primarily includes Operating Revenues net of Fuel, purchased power, and gas expenses. Operating Revenues include sales of refined coal to third parties and the affiliated Electric utility, metallurgical coke and related by-products, petroleum coke, renewable natural gas, and electricity, as well as rental income and revenues from utility-type consulting, management, and operational services. For the Energy Trading segment, Non-utility Margin includes revenue and realized and unrealized gains and losses from physical and financial power and gas marketing, optimization, and trading activities, net of Purchased power and gas related to these activities. DTE Energy evaluates its operating performance of these non-utility businesses using the measure of Operating Revenues net of Fuel, purchased power, and gas expenses.
Utility Margin and Non-utility Margin are not measures calculated in accordance with GAAP and should be viewed as a supplement to and not a substitute for the results of operations presented in accordance with GAAP. Utility Margin and Non-utility Margin do not intend to represent operating income, the most comparable GAAP measure, as an indicator of operating performance and are not necessarily comparable to similarly titled measures reported by other companies.
The following sections provide a detailed discussion of the operating performance and future outlook of DTE Energy's segments. Segment information, described below, includes intercompany revenues and expenses, and other income and deductions that are eliminated in the Consolidated Financial Statements.
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Net Income (Loss) Attributable to DTE Energy by Segment
Electric $ 183    $ 133    $ 277    $ 280   
Gas     122    159   
Gas Storage and Pipelines 70    50    142    98   
Power and Industrial Projects 25    29    55    55   
Energy Trading (1)   (6)   33    26   
Corporate and Other (1)   (32)   (12)   (35)  
Net Income Attributable to DTE Energy Company $ 277    $ 182    $ 617    $ 583   

61


ELECTRIC
The Results of Operations discussion for DTE Electric is presented in a reduced disclosure format in accordance with General Instruction H(2) of Form 10-Q.
The Electric segment consists principally of DTE Electric. Electric results are discussed below:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Operating Revenues — Utility operations $ 1,309    $ 1,190    $ 2,521    $ 2,425   
Fuel and purchased power — utility 340    322    634    668   
Utility Margin 969    868    1,887    1,757   
Operating Revenues — Non-utility operations   —      —   
Operation and maintenance 349    330    705    682   
Depreciation and amortization 256    229    517    450   
Taxes other than income 58    69    141    153   
Asset (gains) losses and impairments, net 41    13    41    13   
Operating Income 268    227    490    459   
Other (Income) and Deductions 60    69    175    125   
Income Tax Expense 25    25    38    54   
Net Income Attributable to DTE Energy Company $ 183    $ 133    $ 277    $ 280   
See DTE Electric's Consolidated Statements of Operations for a complete view of its results. Differences between the Electric segment and DTE Electric's Consolidated Statements of Operations are primarily due to non-utility operations at DTE Sustainable Generation and the classification of certain benefit costs. Refer to Note 14 to the Consolidated Financial Statements, "Retirement Benefits and Trusteed Assets" for additional information.
Utility Margin increased $101 million and $130 million in the three and six months ended June 30, 2020, respectively. Revenues associated with certain mechanisms and surcharges are offset by related expenses elsewhere in the Registrants' Consolidated Statements of Operations.
The following table details changes in various Utility Margin components relative to the comparable prior period:
Three Months Six Months
(In millions)
Implementation of new rates $ 53    $ 121   
Weather 44    11   
Base sales 15    10   
Regulatory mechanism — TRM (2)   (15)  
Other regulatory mechanisms and other (9)    
Increase in Utility Margin $ 101    $ 130   
62


Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In thousands of MWh)
DTE Electric Sales
Residential 3,922    3,209    7,492    6,897   
Commercial 3,520    4,068    7,429    8,145   
Industrial 1,582    2,498    3,884    4,958   
Other 48    48    108    111   
9,072    9,823    18,913    20,111   
Interconnection sales(a)
120    711    528    1,741   
Total DTE Electric Sales 9,192    10,534    19,441    21,852   
DTE Electric Deliveries
Retail and wholesale 9,072    9,823    18,913    20,111   
Electric retail access, including self-generators(b)
792    1,114    1,835    2,234   
Total DTE Electric Sales and Deliveries 9,864    10,937    20,748    22,345   
______________________________
(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.
Operating Revenues - Non-utility operations increased $3 million and $7 million in the three and six months ended June 30, 2020, respectively. The increase in both periods was due to renewable energy projects acquired by DTE Sustainable Generation in September 2019 and January 2020.
Operation and maintenance expense increased $19 million and $23 million in the three and six months ended June 30, 2020, respectively. The increase in the second quarter was primarily due to COVID-19 related expenses of $29 million associated with the health and safety of employees, and a deferral in 2019 of previously accrued expenses for the customer billing system allowed in the May 2019 order in rate proceeding U-20162 of $11 million, partially offset by lower generation expense of $12 million, lower distribution operations expense of $9 million, and lower benefit expense of $1 million. The increase in the six-month period was primarily due to COVID-19 related expenses of $34 million associated with the health and safety of employees, and a deferral in 2019 of previously accrued expenses for the customer billing system allowed in the May 2019 order in rate proceeding U-20162 of $11 million, partially offset by lower benefit expense of $7 million, lower distribution operations expense of $8 million, lower energy waste reduction expense of $4 million, and lower generation expense of $3 million.
Depreciation and amortization expense increased $27 million and $67 million in the three and six months ended June 30, 2020, respectively. The increase in the second quarter was primarily due to a $25 million increase resulting from a higher depreciable base at DTE Electric and a $4 million increase resulting from new non-utility assets at DTE Sustainable Generation, partially offset by a decrease of $2 million associated with the TRM. The increase in the six-month period was primarily due to a $72 million increase resulting from a higher depreciable base at DTE Electric and a $7 million increase resulting from new non-utility assets at DTE Sustainable Generation, partially offset by a decrease of $12 million associated with the TRM
Taxes other than income decreased $11 million and $12 million in the three and six months ended June 30, 2020, respectively. The decrease in the second quarter was primarily due to lower property taxes of $10 million as a result of a property tax settlement and lower payroll taxes of $2 million, which was primarily attributable to employee retention credits recognized pursuant to the CARES Act. The decrease in the six-month period was primarily due to lower property taxes of $9 million as a result of a property tax settlement and lower payroll taxes of $2 million, which was primarily attributable to employee retention credits recognized pursuant to the CARES Act.
Asset (gains) losses and impairments, net increased $28 million in the three and six months ended June 30, 2020, respectively. The increase in both periods was due to a $41 million write-off of capital expenditures related to incentive compensation, which were disallowed in the May 8, 2020 rate order from the MPSC, compared to a loss of $13 million for disallowance of other capital expenditures in 2019.
63


Other (Income) and Deductions decreased $9 million and increased $50 million in the three and six months ended June 30, 2020, respectively. The decrease in the second quarter was primarily due to an increase in investment earnings (gain of $22 million in 2020 compared to a gain of $7 million in 2019), partially offset by $9 million of higher interest expense. The increase in the six-month period was primarily due to a change in investment earnings (loss of $9 million in 2020 compared to a gain of $24 million in 2019) and $15 million of higher interest expense.
Income Tax Expense did not change and decreased $16 million in the three and six months ended June 30, 2020, respectively. For the second quarter, increases due to higher earnings were offset by amortization of the TCJA regulatory liability and higher production tax credits. The decrease in the six-month period was primarily due to lower earnings, amortization of the TCJA regulatory liability, and higher production tax credits.
Outlook DTE Electric will continue to move forward in its efforts to achieve operational excellence, sustain strong cash flows, and earn its authorized return on equity. DTE Electric expects that planned significant capital investments will result in earnings growth. DTE Electric will maintain a strong focus on customers by increasing reliability and satisfaction while keeping customer rate increases affordable. Looking forward, additional factors may impact earnings such as weather, the outcome of regulatory proceedings, benefit plan design changes, investment returns and changes in discount rate assumptions in benefit plans and health care costs, uncertainty of legislative or regulatory actions regarding climate change, and effects of energy waste reduction programs.
On July 9, 2020, the MPSC approved DTE Electric's request to accelerate amortization of the regulatory liability for non-plant-related accumulated deferred income tax balances that resulted from the TCJA. DTE Electric will increase amortization by $102 million beginning in May 2021, which will fully amortize this regulatory liability by the end of 2021 instead of April 2033. The accelerated amortization will not impact customer rates and will allow DTE Electric to defer its next rate case filing previously set for July 2020 to at least March 1, 2021. Refer to Note 6 to the Consolidated Financial Statements, "Regulatory Matters" for additional information.
DTE Electric is also monitoring the impacts of the COVID-19 pandemic on future operations and financial results. Refer to the "Executive Overview" and "Outlook" sections above for DTE Energy's consideration of COVID-19 impacts on our business segments.

GAS
The Gas segment consists principally of DTE Gas. Gas results are discussed below:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Operating Revenues — Utility operations $ 251    $ 243    $ 791    $ 888   
Cost of gas — utility 42    43    220    284   
Utility Margin 209    200    571    604   
Operation and maintenance 120    118    241    246   
Depreciation and amortization 38    34    75    69   
Taxes other than income 19    19    44    43   
Asset (gains) losses and impairments, net 14    —    14    —   
Operating Income 18    29    197    246   
Other (Income) and Deductions 16    17    38    33   
Income Tax Expense     37    54   
Net Income Attributable to DTE Energy Company $   $   $ 122    $ 159   
Utility Margin increased $9 million and decreased $33 million in the three and six months ended June 30, 2020, respectively. Revenues associated with certain mechanisms and surcharges are offset by related expenses elsewhere in DTE Energy's Consolidated Statements of Operations.
64


The following table details changes in various Utility Margin components relative to the comparable prior period:
Three Months Six Months
(In millions)
Infrastructure recovery mechanism   15   
TCJA rate reduction (2)   (8)  
Weather   (34)  
Other regulatory mechanisms and other (5)   (6)  
Increase (decrease) in Utility Margin $   $ (33)  
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In Bcf)
Gas Markets
Gas sales 20    19    78    88   
End-user transportation 38    38    95    96   
58    57    173    184   
Intermediate transportation 111    106    239    233   
Total Gas sales 169    163    412    417   
Operation and maintenance expense increased $2 million and decreased $5 million in the three and six months ended June 30, 2020, respectively. The increase in the second quarter was primarily due to a $6 million adjustment in 2019 to defer expenses previously accrued for a new customer billing system, partially offset by lower gas operations expenses of $3 million in 2020. The decrease in the six-month period was primarily due to lower gas operations expenses of $10 million, partially offset by the $6 million adjustment in 2019 to defer new customer billing system expenses.
Depreciation and amortization expense increased $4 million and $6 million in the three and six months ended June 30, 2020, respectively. The increase in both periods was primarily due to higher depreciable base.
Asset (gains) losses and impairments, net increased $14 million in both the three and six months ended June 30, 2020. The increase in both periods was primarily due to the write-off of capital expenditures related to incentive compensation that were determined to be probable of disallowance.
Other (Income) and Deductions decreased $1 million and increased $5 million in the three and six months ended June 30, 2020, respectively. The decrease in the second quarter was primarily due to higher investment earnings of $2 million, partially offset by higher interest expense of $1 million. The increase in the six-month period was primarily due to change in investment earnings (loss of $1 million in 2020 compared to a gain of $2 million in 2019) and higher interest expense of $2 million.
Income Tax Expense decreased $3 million and $17 million in the three and six months ended June 30, 2020, respectively. The decrease in the second quarter was primarily due to lower earnings and amortization of the TCJA regulatory liability. The decrease in the six-month period was primarily due to lower earnings and amortization of the TCJA regulatory liability.
Outlook — DTE Gas will continue to move forward in its efforts to achieve operational excellence, sustain strong cash flows, and earn its authorized return on equity. DTE Gas expects that planned significant infrastructure capital investments will result in earnings growth. Looking forward, additional factors may impact earnings such as weather, the outcome of regulatory proceedings, benefit plan design changes, and investment returns and changes in discount rate assumptions in benefit plans and health care costs. DTE Gas expects to continue its efforts to improve productivity and decrease costs while improving customer satisfaction with consideration of customer rate affordability.
DTE Gas filed a rate case with the MPSC on November 25, 2019 requesting an increase in base rates of $204 million based on a projected twelve-month period ending September 30, 2021.  The requested increase in base rates is primarily due to
65


an increase in net plant resulting from infrastructure investments and operating and maintenance expenses.  The rate filing also requested an increase in return on equity from 10.0% to 10.5% and included projected changes in sales and working capital.
On July 17, 2020, DTE Gas reached a settlement with all intervening parties in the case and filed a settlement agreement authorizing the company to increase base rates by $110 million, reflecting a return on equity of 9.9%. The resulting rates are a net increase to customers of $51 million as an existing Infrastructure Recovery Mechanism (IRM) surcharge will be rolled into the new base rates. The settlement agreement also approved a $20 million annual increase to amortization of the regulatory liability for non-plant accumulated deferred income tax balances resulting from the TCJA. This increased amortization will cease upon DTE Gas receiving its next rate order. Pending MPSC approval of the settlement agreement, which is expected by September 2020, DTE Gas will implement the increases to rates and amortization effective October 1, 2020. Refer to Note 6 to the Consolidated Financial Statements, "Regulatory Matters" for additional information.
DTE Gas is also monitoring the impacts of the COVID-19 pandemic on future operations and financial results. Refer to the "Executive Overview" and "Outlook" sections above for DTE Energy's consideration of COVID-19 impacts on our business segments.

GAS STORAGE AND PIPELINES
The Gas Storage and Pipelines segment consists of the non-utility gas pipelines and storage businesses. Gas Storage and Pipelines results are discussed below:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Operating Revenues — Non-utility operations $ 172    $ 121    $ 342    $ 237   
Cost of sales — Non-utility        
Operation and maintenance 27    25    55    50   
Depreciation and amortization 36    22    72    44   
Taxes other than income        
Operating Income 101    71    198    137   
Other (Income) and Deductions   (3)   (2)   (9)  
Income Tax Expense 27    19    53    37   
Net Income 73    55    147    109   
Less: Net Income Attributable to Noncontrolling Interests       11   
Net Income Attributable to DTE Energy Company $ 70    $ 50    $ 142    $ 98   
Operating Revenues — Non-utility operations increased $51 million and $105 million in the three and six months ended June 30, 2020, respectively. The increase in both periods was primarily due to the acquisition of Blue Union.
Cost of sales — Non-utility increased $3 million and $7 million in the three and six months ended June 30, 2020, respectively. The increase in both periods was primarily due to the acquisition of Blue Union.
Operation and maintenance expense increased $2 million and $5 million in the three and six months ended June 30, 2020, respectively. The increase in both periods was primarily due to the acquisition of Blue Union, partially offset by cost savings initiatives.
Taxes other than income increased $2 million and $4 million in the three and six months ended June 30, 2020, respectively. The increase in both periods was primarily due to the acquisition of Blue Union.
Depreciation and amortization expense increased $14 million and $28 million in the three and six months ended June 30, 2020, respectively. The increase in both periods was primarily due to the acquisition of Blue Union.
Other (Income) and Deductions decreased $4 million and $7 million in the three and six months ended June 30, 2020, respectively. The decrease in both periods was primarily due to interest expense related to the Blue Union acquisition, partially offset by higher earnings from pipeline investments.
66


Income Tax Expense increased $8 million and $16 million in the three and six months ended June 30, 2020, respectively. The increase in both periods was primarily due to higher earnings.
Net Income Attributable to Noncontrolling Interests decreased $2 million and $6 million in the three and six months ended June 30, 2020, respectively. The decrease in both periods was primarily due to the May 2019 purchase of an additional 30% ownership interest in SGG.
See Note 4 to the Consolidated Financial Statements, "Acquisitions," for discussion of the acquisition of Blue Union and LEAP in December 2019.
Outlook — Significant expansion activities are underway to increase capacity of the Blue Union and LEAP assets, which provide natural gas gathering and other midstream services to producers located primarily in Louisiana. In July 2020, the LEAP gathering pipeline achieved the final milestone of its construction and the assets are expected to be placed in service in August 2020.
DTE Energy believes its long-term agreements with producers and the quality of the natural gas reserves in the Marcellus/Utica and Haynesville shale regions soundly position the business for future revenues. Gas Storage and Pipelines will continue to execute quality investments, with a focus on continued organic growth from well-positioned existing assets.
Recent declines in commodity prices can have a negative impact on customers of Gas Storage and Pipelines if sustained for an extended period. DTE Energy continues to work with its customers by executing short, medium, and long-term storage, gathering, and transportation contracts.
Gas Storage and Pipelines is also monitoring the impacts of the COVID-19 pandemic on future operations and financial results. Refer to the "Executive Overview" and "Outlook" sections above for DTE Energy's consideration of COVID-19 impacts on our business segments.

POWER AND INDUSTRIAL PROJECTS
The Power and Industrial Projects segment is comprised primarily of projects that deliver energy and utility-type products and services to industrial, commercial, and institutional customers, produce reduced emissions fuel, and sell electricity and pipeline-quality gas from renewable energy projects. Power and Industrial Projects results are discussed below:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Operating Revenues — Non-utility operations $ 219    $ 402    $ 526    $ 790   
Fuel, purchased power, and gas — non-utility 153    320    378    624   
Non-utility Margin 66    82    148    166   
Operation and maintenance 66    83    135    164   
Depreciation and amortization 17    17    35    34   
Taxes other than income        
Asset (gains) losses and impairments, net —    —    (10)   —   
Operating Loss (19)   (20)   (18)   (38)  
Other (Income) and Deductions (34)   (26)   (53)   (53)  
Income Taxes
Expense     11     
Production Tax Credits (13)   (18)   (28)   (39)  
(7)   (15)   (17)   (33)  
Net Income 22    21    52    48   
Less: Net Loss Attributable to Noncontrolling Interests (3)   (8)   (3)   (7)  
Net Income Attributable to DTE Energy Company $ 25    $ 29    $ 55    $ 55   
67


Operating Revenues — Non-utility operations decreased $183 million and $264 million in the three and six months ended June 30, 2020, respectively. The decrease in both periods was due to the following:
Three Months Six Months
(In millions)
Lower production and sale of membership interests in the REF business $ (125)   $ (194)  
Lower demand in the Steel business (56)   (66)  
Other (2)   (4)  
$ (183)   $ (264)  
Non-utility Margin decreased $16 million and $18 million in the three and six months ended June 30, 2020, respectively. The following table details changes in Non-utility Margin relative to the comparable prior periods:
Three Months Six Months
(In millions)
Lower demand in the Steel business $ (17)   $ (21)  
New projects offset by lower demand in the On-site business    
Other (2)   (1)  
$ (16)   $ (18)  
Operation and maintenance expense decreased $17 million and $29 million in the three and six months ended June 30, 2020, respectively. The decrease in both periods was primarily due to lower maintenance spending associated with lower production in the current year.
Asset (gains) losses and impairments, net increased $10 million in the six months ended June 30, 2020. The increase in the six-month period was primarily due to the write-off of environmental liabilities upon completing site remediation in the Steel business and the sale of assets in the On-site business.
Other (Income) and Deductions increased $8 million and did not change in the three and six months ended June 30, 2020, respectively. The increase in the second quarter was primarily due to $11 million of selling profit associated with the sale of membership interests in the REF business and new investment in lease, $3 million of higher interest income associated with lease transactions in the On-site business, and $5 million higher equity earnings at various projects. These increases were partially offset by $10 million of lower production in the REF business. For the six-month period, selling profit of $11 million associated with the sale of membership interest in the REF business and new investment in lease and $6 million of higher interest income associated with lease transactions in the On-site business were offset primarily by $13 million of lower production in the REF business and change in insurance proceeds in the Renewables business ($3 million received in 2019).
Income Taxes — Production Tax Credits decreased $5 million and $11 million in the three and six months ended June 30, 2020, respectively. The decrease in both periods was primarily due to lower production in the REF business.
Net Loss Attributable to Noncontrolling Interests decreased $5 million and $4 million in the three and six months ended June 30, 2020, respectively. The decrease in both periods was primarily due to lower production in the REF business.
Outlook — During June 2020, DTE Energy executed an Energy Services Agreement with a Canadian integrated steel manufacturing facility in Nanticoke, Ontario, Canada to construct, own, and operate a 65 MW steam turbine generator, refurbish existing boilers, and ancillary equipment. The project is expected to achieve commercial operations in 2022 for a term of 20 years.
Power and Industrial Projects will continue to leverage its extensive energy-related operating experience and project management capability to develop additional energy and renewable natural gas projects to serve energy intensive industrial customers in addition to optimizing the REF facilities until the phase out at the end of 2021.
Power and Industrial Projects is currently assessing expected demand of metallurgical coke and pulverized coal supplied to steel industry customers in consideration of COVID-19 and other challenges within the steel industry.
Power and Industrial Projects is also monitoring all other impacts from the COVID-19 pandemic on future operations and financial results. Refer to the "Executive Overview" and "Outlook" sections above for DTE Energy's consideration of COVID-19 impacts on our business segments.
68



ENERGY TRADING
Energy Trading focuses on physical and financial power, natural gas and environmental marketing and trading, structured transactions, enhancement of returns from its asset portfolio, and optimization of contracted natural gas pipeline transportation and storage positions. Energy Trading also provides natural gas, power, environmental, and related services, which may include the management of associated storage and transportation contracts on the customers' behalf and the supply or purchase of environmental attributes to various customers. Energy Trading results are discussed below:
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In millions)
Operating Revenues — Non-utility operations $ 740    $ 1,113    $ 1,653    $ 2,414   
Purchased power and gas — non-utility 719    1,100    1,560    2,335   
Non-utility Margin 21    13    93    79   
Operation and maintenance 18    17    41    36   
Depreciation and amortization        
Taxes other than income        
Operating Income (Loss) —    (7)   46    37   
Other (Income) and Deductions        
Income Tax Expense (Benefit) —    (2)   11     
Net Income (Loss) Attributable to DTE Energy Company $ (1)   $ (6)   $ 33    $ 26   
Operating Revenues — Non-utility operations decreased $373 million and $761 million in the three and six months ended June 30, 2020, respectively. The decrease in both periods was primarily due to a decrease in gas prices in the gas structured strategy.
Non-utility Margin increased $8 million and $14 million in the three and six months ended June 30, 2020, respectively. The following tables detail changes in Non-utility margin relative to the comparable prior periods:
Three Months
(In millions)
Unrealized Margins(a)
Favorable results, primarily in power and gas trading, and gas structured strategies(b)
$ 25   
Unfavorable results, primarily in the environmental trading strategy (16)  
 
Realized Margins(a)
Favorable results, primarily in gas structured, power full requirements, and gas transportation strategies(c)
21   
Unfavorable results, primarily in environmental and power trading strategies (22)  
(1)  
Increase in Non-utility Margin $  
_______________________________________
(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 $6 million of timing related gains related to gas strategies which will reverse in future periods as the underlying contracts settle.
(c)Amount includes $5 million of timing related losses related to gas strategies recognized in previous periods that reversed as the underlying contracts settled.
69


Six Months
(In millions)
Unrealized Margins(a)
Favorable results, primarily in environmental trading, gas structured, power trading, and power full requirements strategies $ 66   
Unfavorable results, primarily in gas transportation and gas full requirements strategies(b)
(19)  
47   
Realized Margins(a)
Favorable results, primarily in power full requirements, gas storage, and gas transportation strategies 19   
Unfavorable results, primarily in environmental trading, gas structured, and gas trading strategies(c)
(52)  
(33)  
Increase in Non-utility Margin $ 14   
_______________________________________
(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 $7 million of timing related losses related to gas strategies which will reverse in future periods as the underlying contracts settle.
(c)Amount includes $4 million of timing related gains related to gas strategies recognized in previous periods that reversed as the underlying contracts settled.
Operation and maintenance increased $1 million and $5 million in the three and six months ended June 30, 2020, respectively. The increase in the second quarter was due primarily to higher broker fees. The increase in the six-month period was primarily due to higher broker fees and compensation costs.
Outlook — In the near-term, Energy Trading expects market conditions to remain challenging. The profitability of this segment may be impacted by the volatility in commodity prices and the uncertainty of impacts associated with regulatory changes, and changes in operating rules of Regional Transmission Organizations. Significant portions of the Energy Trading portfolio are economically hedged. Most financial instruments, physical power and natural gas contracts, and certain environmental contracts are deemed derivatives; whereas, natural gas and environmental inventory, contracts for pipeline transportation, storage assets, and some environmental contracts are not derivatives. As a result, Energy Trading will experience earnings volatility as derivatives are marked-to-market without revaluing the underlying non-derivative contracts and assets. Energy Trading's strategy is to economically manage the price risk of these underlying non-derivative contracts and assets with futures, forwards, swaps, and options. This results in gains and losses that are recognized in different interim and annual accounting periods.
See also the "Fair Value" section herein and Notes 8 and 9 to the Consolidated Financial Statements, "Fair Value" and "Financial and Other Derivative Instruments," respectively.
Energy Trading is also monitoring the impacts of the COVID-19 pandemic on future operations and financial results. Refer to the "Executive Overview" and "Outlook" sections above for DTE Energy's consideration of COVID-19 impacts on our business segments.

CORPORATE AND OTHER
Corporate and Other includes various holding company activities, holds certain non-utility debt, and holds energy-related investments. The net loss of $1 million and $12 million for the three and six months ended June 30, 2020, respectively, represents a decrease of $31 million and $23 million from the net loss of $32 million and $35 million in the comparable 2019 period. The decrease in both periods was primarily due to the carryback of 2018 net operating losses to 2013 pursuant to the CARES Act, which resulted in a $34 million reduction in Income Tax Expense. The decrease in both periods was partially offset by effective income tax rate adjustments. Refer to Note 2 to the Consolidated Financial Statements, "Significant Accounting Policies" for additional information.

70


CAPITAL RESOURCES AND LIQUIDITY
Cash Requirements
DTE Energy uses cash to maintain and invest in the electric and natural gas utilities, to grow the non-utility businesses, to retire and pay interest on long-term debt, and to pay dividends. DTE Energy believes it will have sufficient internal and external capital resources to fund anticipated capital and operating requirements. DTE Energy expects that cash from operations in 2020 will be approximately $3.0 billion. DTE Energy anticipates base level utility capital investments, including environmental, renewable, and energy waste reduction expenditures; expenditures for non-utility businesses; and contributions to equity method investees in 2020 of approximately $4.5 billion. DTE Energy plans to seek regulatory approval to include utility capital expenditures in regulatory rate base consistent with prior treatment. Capital spending for growth of existing or new non-utility businesses will depend on the existence of opportunities that meet strict risk-return and value creation criteria.
Six Months Ended June 30,
2020 2019
(in millions)
Cash, Cash Equivalents, and Restricted Cash, Beginning $ 93    $ 76   
Net cash from operating activities 1,681    1,367   
Net cash used for investing activities (2,185)   (1,514)  
Net cash from financing activities 1,032    133   
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash 528    (14)  
Cash, Cash Equivalents, and Restricted Cash, Ending $ 621    $ 62   
Cash from Operating Activities
A majority of DTE Energy's operating cash flows are provided by the electric and natural gas utilities, which are significantly influenced by factors such as weather, electric retail access, regulatory deferrals, regulatory outcomes, economic conditions, changes in working capital, and operating costs.
Net cash from operations increased by $314 million in 2020. The increase is primarily due to an increase in Net Income, Deferred income taxes, and Depreciation and amortization, partially offset by a decrease in cash from working capital items.
The change in working capital items in 2020 was primarily related to a decrease in cash from Accounts receivable, net, Regulatory assets and liabilities, and Inventories, partially offset by a decrease in cash used for Accounts payable and Other current and noncurrent assets and liabilities.
Cash used for Investing Activities
Cash inflows associated with investing activities are primarily generated from the sale of assets, while cash outflows are the result of plant and equipment expenditures and acquisitions. In any given year, DTE Energy looks to realize cash from under-performing or non-strategic assets or matured, fully valued assets.
Capital spending within the utility businesses is primarily to maintain and improve electric generation and the electric and natural gas distribution infrastructure, and to comply with environmental regulations and renewable energy requirements.
Capital spending within the non-utility businesses is primarily for ongoing maintenance, expansion, and growth. DTE Energy looks to make growth investments that meet strict criteria in terms of strategy, management skills, risks, and returns. All new investments are analyzed for their rates of return and cash payback on a risk adjusted basis. DTE Energy has been disciplined in how it deploys capital and will not make investments unless they meet the criteria. For new business lines, DTE Energy initially invests based on research and analysis. DTE Energy starts with a limited investment, evaluates the results, and either expands or exits the business based on those results. In any given year, the amount of growth capital will be determined by the underlying cash flows of DTE Energy, with a clear understanding of any potential impact on its credit ratings.
Net cash used for investing activities increased by $671 million in 2020 primarily due to an increase in Plant and equipment expenditures and Acquisitions related to business combinations, net of cash acquired, as described in Note 4 to the Consolidated Financial Statements.
71


Cash from Financing Activities
DTE Energy relies on both short-term borrowing and long-term financing as a source of funding for capital requirements not satisfied by its operations.
DTE Energy's strategy is to have a targeted debt portfolio blend of fixed and variable interest rates and maturity. DTE Energy targets balance sheet financial metrics to ensure it is consistent with the objective of a strong investment grade debt rating.
Net cash from financing activities increased by $899 million in 2020 primarily due to an increase in cash from Short-term borrowings, net and Issuance of long-term debt, net of issuance costs, partially offset by an increase in Redemptions of long-term debt. The change is also due to the Purchases of noncontrolling interests, principally SGG, during the six months ended June 30, 2019.
Outlook
DTE Energy expects cash flows from operations to increase over the long-term, primarily as a result of growth from the utility and non-utility businesses. Growth in the utilities is expected to be driven primarily by capital spending which will increase the base from which rates are determined. Non-utility growth is expected from additional investments, primarily in the Gas Storage and Pipelines and Power and Industrial Projects segments.
DTE Energy may be impacted by the timing of collection or refund of various recovery and tracking mechanisms, as a result of timing of MPSC orders. Energy prices are likely to be a source of volatility with regard to working capital requirements for the foreseeable future. DTE Energy continues its efforts to identify opportunities to improve cash flows through working capital initiatives and maintaining flexibility in the timing and extent of long-term capital projects.
DTE Energy has approximately $0.7 billion in long-term debt, including finance leases, maturing in the next twelve months. The repayment of the debt is expected to be paid through internally generated funds or the issuance of long-term debt.
DTE Energy has approximately $3.4 billion of available liquidity at June 30, 2020, consisting of cash, amounts available under unsecured revolving credit agreements, and unsecured term loans.
At the discretion of management and depending upon economic and financial market conditions, DTE Energy expects to issue equity up to $300 million in 2020. If issued, DTE Energy anticipates up to $185 million of these equity issuances will be made through contributions to the qualified pension plans, including $160 million of DTE Electric contributions. DTE Energy does not anticipate making any contributions to the other postretirement plans in 2020.
Various subsidiaries and equity investees of DTE Energy have entered into contracts which contain ratings triggers and are guaranteed by DTE Energy. These contracts contain provisions which allow the counterparties to require that DTE Energy post cash or letters of credit as collateral in the event that DTE Energy's credit rating is downgraded below investment grade. Certain of these provisions (known as "hard triggers") state specific circumstances under which DTE Energy can be required to post collateral upon the occurrence of a credit downgrade, while other provisions (known as "soft triggers") are not as specific. For contracts with soft triggers, it is difficult to estimate the amount of collateral which may be requested by counterparties and/or which DTE Energy may ultimately be required to post. The amount of such collateral which could be requested fluctuates based on commodity prices (primarily natural gas, power, environmental, and coal) and the provisions and maturities of the underlying transactions. As of June 30, 2020, DTE Energy's contractual obligation to post collateral in the form of cash or letters of credit in the event of a downgrade to below investment grade, under both hard trigger and soft trigger provisions, was $368 million.
In April 2020, Fitch Ratings downgraded DTE Energy's unsecured debt rating from BBB+ to BBB. The downgrade primarily reflects increased leverage and business risk associated with DTE Energy's acquisition of midstream natural gas assets in December 2019. Refer to Note 4 to the Consolidated Financial Statements, "Acquisitions," for additional information. We do not expect the downgrade to negatively impact DTE Energy's liquidity or access to the capital markets.
DTE Energy is also actively monitoring the impact of the COVID-19 pandemic on capital markets and any related effects to our cost of capital. During the six months ended June 30, 2020, concerns over the pandemic led to an impact in liquidity in the commercial paper market and increases to related borrowing costs. Despite these impacts, the Registrants have maintained adequate liquidity due to the availability of committed credit facilities, and by raising additional liquidity through term loans and the public issuance of utility debt, while paying off maturing commercial paper.
72


DTE Energy believes it will have sufficient operating flexibility, cash resources, and funding sources to maintain adequate amounts of liquidity and to meet future operating cash and capital expenditure needs. However, virtually all of DTE Energy's businesses are capital intensive, or require access to capital, and the inability to access adequate capital could adversely impact earnings and cash flows.
See Notes 6, 10, 11, 13, and 14 to the Consolidated Financial Statements, "Regulatory Matters," "Long-Term Debt," "Short-Term Credit Arrangements and Borrowings," "Commitments and Contingencies," and "Retirement Benefits and Trusteed Assets," respectively.
NEW ACCOUNTING PRONOUNCEMENTS
See Note 3 to the Consolidated Financial Statements, "New Accounting Pronouncements."
FAIR VALUE
Derivatives are generally recorded at fair value and shown as Derivative assets or liabilities. Contracts DTE Energy typically classifies as derivative instruments include power, natural gas, some environmental contracts, and certain forwards, futures, options and swaps, and foreign currency exchange contracts. Items DTE Energy does not generally account for as derivatives include natural gas and environmental inventory, pipeline transportation contracts, storage assets, and some environmental contracts. See Notes 8 and 9 to the Consolidated Financial Statements, "Fair Value" and "Financial and Other Derivative Instruments," respectively.
The tables below do not include the expected earnings impact of non-derivative natural gas storage, transportation, certain power contracts, and some environmental contracts which are subject to accrual accounting. Consequently, gains and losses from these positions may not match with the related physical and financial hedging instruments in some reporting periods, resulting in volatility in the Registrants' reported period-by-period earnings; however, the financial impact of the timing differences will reverse at the time of physical delivery and/or settlement.
The Registrants manage their MTM risk on a portfolio basis based upon the delivery period of their contracts and the individual components of the risks within each contract. Accordingly, the Registrants record and manage the energy purchase and sale obligations under their contracts in separate components based on the commodity (e.g. electricity or natural gas), the product (e.g. electricity for delivery during peak or off-peak hours), the delivery location (e.g. by region), the risk profile (e.g. forward or option), and the delivery period (e.g. by month and year).
The Registrants have established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value in three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). For further discussion of the fair value hierarchy, see Note 8 to the Consolidated Financial Statements, "Fair Value."
The following table provides details on changes in DTE Energy's MTM net asset (or liability) position:
DTE Energy
(In millions)
MTM at December 31, 2019 $  
Reclassified to realized upon settlement —   
Changes in fair value recorded to income 46   
Amounts recorded to unrealized income 46   
Changes in fair value recorded in regulatory liabilities 12   
MTM at June 30, 2020 $ 63   
73


The table below shows the maturity of DTE Energy's MTM positions. The positions from 2023 and beyond principally represent longer tenor gas structured transactions:
Source of Fair Value 2020 2021 2022 2023 and Beyond Total Fair Value
(In millions)
Level 1 $ (21)   $ (1)   $ (3)   $ (1)   $ (26)  
Level 2 19    30    (1)   (5)   43   
Level 3 32    15    13    (14)   46   
MTM before collateral adjustments $ 30    $ 44    $   $ (20)   63   
Collateral adjustments —   
MTM at June 30, 2020 $ 63   

74


Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Price Risk
The Electric and Gas businesses have commodity price risk, primarily related to the purchases of coal, natural gas, uranium, and electricity. However, the Registrants do not bear significant exposure to earnings risk, as such changes are included in the PSCR and GCR regulatory rate-recovery mechanisms. In addition, changes in the price of natural gas can impact the valuation of lost and stolen gas, storage sales, and transportation services revenue at the Gas segment. The Gas segment manages its market price risk related to storage sales revenue primarily through the sale of long-term storage contracts. The Registrants are exposed to short-term cash flow or liquidity risk as a result of the time differential between actual cash settlements and regulatory rate recovery.
DTE Energy's Gas Storage and Pipelines segment has exposure to natural gas price fluctuations which impact the pricing for natural gas storage, gathering, and transportation. DTE Energy manages its exposure through the use of short, medium, and long-term storage, gathering, and transportation contracts.
DTE Energy's Power and Industrial Projects business segment is subject to electricity, natural gas, and coal product price risk. DTE Energy manages its exposure to commodity price risk through the use of long-term contracts.
DTE Energy's Energy Trading business segment has exposure to electricity, natural gas, environmental, crude oil, heating oil, and foreign currency exchange price fluctuations. These risks are managed by the energy marketing and trading operations through the use of forward energy, capacity, storage, options, and futures contracts, within predetermined risk parameters.
Credit Risk
Bankruptcies
DTE Energy's Power and Industrial Projects segment holds ownership interests in, and operates, five generating plants that sell electric output from renewable sources under long-term power purchase agreements with PG&E. PG&E filed for Chapter 11 bankruptcy protection on January 29, 2019. PG&E emerged from Chapter 11 bankruptcy effective July 1, 2020. DTE's renewable power purchase agreements were assumed under PG&E's Reorganization Plan and payment has been received for all past due receivables related to these agreements.
Allowance for Doubtful Accounts
The Registrants regularly review contingent matters, existing and future economic conditions, customer trends and other factors relating to customers and their contracts and record provisions for amounts considered at risk of probable loss in the allowance for doubtful accounts. The Registrants believe their accrued amounts are adequate for probable loss.
75


Trading Activities
DTE Energy is exposed to credit risk through trading activities. Credit risk is the potential loss that may result if the trading counterparties fail to meet their contractual obligations. DTE Energy utilizes both external and internal credit assessments when determining the credit quality of trading counterparties.
The following table displays the credit quality of DTE Energy's trading counterparties as of June 30, 2020:
Credit Exposure
Before Cash
Collateral
Cash
Collateral
Net Credit
Exposure
(In millions)
Investment Grade(a)
A- and Greater $ 145    $ —    $ 145   
BBB+ and BBB 222    —    222   
BBB-   —     
Total Investment Grade 375    —    375   
Non-investment grade(b)
  —     
Internally Rated — investment grade(c)
325    —    325   
Internally Rated — non-investment grade(d)
27    —    27   
Total $ 732    $ —    $ 732   
_______________________________________
(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 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 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 12% 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 2% of the total gross credit exposure.
Other
The Registrants engage in business with customers that are non-investment grade. The Registrants closely monitor the credit ratings of these customers and, when deemed necessary and permitted under the tariffs, request collateral or guarantees from such customers to secure their obligations.
Interest Rate Risk
DTE Energy is subject to interest rate risk in connection with the issuance of debt. In order to manage interest costs, DTE Energy may use treasury locks and interest rate swap agreements. DTE Energy's exposure to interest rate risk arises primarily from changes in U.S. Treasury rates, commercial paper rates, and LIBOR. As of June 30, 2020, DTE Energy had a floating rate debt-to-total debt ratio of 4.83%.
Foreign Currency Exchange Risk
DTE Energy has foreign currency exchange risk arising from market price fluctuations associated with fixed priced contracts. These contracts are denominated in Canadian dollars and are primarily for the purchase and sale of natural gas and power, as well as for long-term transportation capacity. To limit DTE Energy's exposure to foreign currency exchange fluctuations, DTE Energy has entered into a series of foreign currency exchange forward contracts through June 2030.
76


Summary of Sensitivity Analyses
Sensitivity analyses were performed on the fair values of commodity contracts for DTE Energy and long-term debt obligations for the Registrants. The commodity contracts listed below principally relate to energy marketing and trading activities. The sensitivity analyses involved increasing and decreasing forward prices and rates at June 30, 2020 and 2019 by a hypothetical 10% and calculating the resulting change in the fair values.
The results of the sensitivity analyses:
Assuming a
10% Increase in Prices/Rates
Assuming a
10% Decrease in Prices/Rates
As of June 30, As of June 30,
Activity 2020 2019 2020 2019 Change in the Fair Value of
(In millions)
Environmental contracts $   $ —    $   $ —    Commodity contracts
Gas contracts $   $ 11    $ (5)   $ (10)   Commodity contracts
Power contracts $   $   $ (4)   $ (2)   Commodity contracts
Interest rate risk — DTE Energy $ (655)   $ (633)   $ 678    $ 661    Long-term debt
Interest rate risk — DTE Electric $ (306)   $ (298)   $ 324    $ 320    Long-term debt
For further discussion of market risk, see Note 9 to the Consolidated Financial Statements, "Financial and Other Derivative Instruments."

77


Item 4. Controls and Procedures
DTE Energy
(a) Evaluation of disclosure controls and procedures
Management of DTE Energy carried out an evaluation, under the supervision and with the participation of DTE Energy's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of DTE Energy's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2020, which is the end of the period covered by this report. Based on this evaluation, DTE Energy's CEO and CFO have concluded that such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by DTE Energy in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to DTE Energy's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Due to the inherent limitations in the effectiveness of any disclosure controls and procedures, management cannot provide absolute assurance that the objectives of its disclosure controls and procedures will be attained.
(b) Changes in internal control over financial reporting
There have been no changes in DTE Energy's internal control over financial reporting during the quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, DTE Energy's internal control over financial reporting.
DTE Electric
(a) Evaluation of disclosure controls and procedures
Management of DTE Electric carried out an evaluation, under the supervision and with the participation of DTE Electric's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of DTE Electric's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2020, which is the end of the period covered by this report. Based on this evaluation, DTE Electric's CEO and CFO have concluded that such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by DTE Electric in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to DTE Electric's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Due to the inherent limitations in the effectiveness of any disclosure controls and procedures, management cannot provide absolute assurance that the objectives of its disclosure controls and procedures will be attained.
(b) Changes in internal control over financial reporting
There have been no changes in DTE Electric's internal control over financial reporting during the quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, DTE Electric's internal control over financial reporting.

78


Part II — Other Information
Item 1. Legal Proceedings
For information on legal proceedings and matters related to the Registrants, see Notes 6 and 13 to the Consolidated Financial Statements, "Regulatory Matters" and "Commitments and Contingencies," respectively.

Item 1A. Risk Factors
There are various risks associated with the operations of the Registrants' businesses. To provide a framework to understand the operating environment of the Registrants, a brief explanation of the more significant risks associated with the Registrants' businesses is provided in Part 1, Item 1A. Risk Factors in DTE Energy's and DTE Electric's combined 2019 Annual Report on Form 10-K. Although the Registrants have tried to identify and discuss key risk factors, others could emerge in the future. For the six months ended June 30, 2020, one additional risk factor was identified as noted below:
The COVID 19 pandemic and resulting impact on business and economic conditions could negatively affect the
Registrants' businesses and operations. The COVID 19 pandemic is currently impacting countries, communities, supply chains
and markets. The continued spread of COVID 19 and efforts to contain the virus, such as quarantines or closures or reduced
operations of businesses, governmental agencies and other institutions, has caused a recession, resulting in disruptions in various public, commercial, and industrial activities and has caused employee absences which interfered with certain operation and maintenance of the Registrants' facilities. Travel bans and restrictions, quarantines, and shelter in place orders could also cause us to experience operational delays, delay the delivery of critical infrastructure and other supplies we source globally, delay the connection of electric or gas service to new customers, and has reduced the use of electricity and gas by certain customers in the commercial and industrial segments. Certain of our businesses have experienced lower sales volumes, and any of the foregoing circumstances could further adversely affect customer demand or revenues, impact the ability of the Registrants' suppliers, vendors or contractors to perform, or cause other unpredictable events, which could adversely affect the Registrants' businesses, results of operations or financial condition. The continued spread of COVID 19 has also led to disruption and volatility in the financial markets, which could increase the Registrants' costs to fund capital requirements and impact the operating results of our energy trading operations. To the extent that the Registrants' access to the capital markets is adversely affected by COVID 19, the Registrants may need to consider alternative sources of funding for our operations and for working capital, any of which could increase the Registrants' cost of capital. The extent to which COVID 19 may impact the Registrants' liquidity, financial condition, and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information concerning the severity of COVID 19 and the actions taken to contain it or treat its impact, and the extent to which normal economic and operating conditions can resume, among others. Our business continuity plans and insurance coverage may be insufficient to mitigate these adverse impacts to our business. In addition, the Registrants’ decision to suspend shut offs for certain customers may adversely impact the Registrants’ collections process, which could have a negative impact on our results of operations, financial condition, and liquidity.

79


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of DTE Energy Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information about DTE Energy's purchases of equity securities that are registered by DTE Energy pursuant to Section 12 of the Exchange Act of 1934 for the quarter ended June 30, 2020:
Number of
Shares
Purchased(a)
Average
Price
Paid per
Share(a)
Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
Average
Price Paid
per Share
Maximum Dollar
Value that May
Yet Be
Purchased Under
the Plans or
Programs
04/01/20 - 04/30/20 426    $ 103.80    —    —    —   
05/01/20 - 05/31/20 1,456    $ 118.21    —    —    —   
06/01/20 - 06/30/20 4,421    $ 116.42    —    —    —   
Total 6,303    —   
_______________________________________
(a)Represents shares of DTE Energy common stock withheld to satisfy income tax obligations upon the vesting of restricted stock based on the price in effect at the grant date.
80


Item 6. Exhibits
Exhibit Number Description DTE
Energy
DTE
Electric
(i) Exhibits filed herewith:
Term Loan Credit Agreement, dated as of June 30, 2020, by and among DTE Energy Company and the lenders party thereto, Bank of Montreal as Administrative Agent and BMO Capital Markets Corp as Lead Arranger and Sole Book Runner 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 - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
(iii) Exhibits incorporated by reference:
Supplemental Indenture dated as of April 1, 2020, 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. (Exhibit 4.315 to DTE Electric’s Form 10-Q for the quarter ended March 30, 2020) (2020 Series C)
X X
Term Loan Credit Agreement, dated as of April 3, 2020, by and among DTE Gas Company and the lenders party thereto, The Bank of Nova Scotia as Administrative Agent and The Bank of Nova Scotia as Lead Arranger and Sole Book Runner. (Exhibit 10.112 to DTE Energy’s Form 10-Q for the quarter ended March 30, 2020)
X
Term Loan Credit Agreement, dated as of April 8, 2020, by and among DTE Electric Company and the lenders party thereto, The Barclays Bank PLC as Administrative Agent and The Barclays Bank PLC as Lead Arranger and Sole Book Runner. (Exhibit 10.113 to DTE Energy’s Form 10-Q for the quarter ended March 30, 2020)
X X
Term Loan Agreement, dated as of April 16, 2020, by and among DTE Electric Company and the lenders party thereto, Mizuhu Bank, Ltd. as Administrative Agent, Lead Arranger and Sole Book Runner. (Exhibit 10.114 to DTE Energy’s Form 10-Q for the quarter ended March 30, 2020)
X X

81


Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. The signature for each undersigned Registrant shall be deemed to relate only to matters having reference to such Registrant and any subsidiaries thereof.
Date:
July 28, 2020
DTE ENERGY COMPANY
By: /S/ MARK C. ROLLING
Mark C. Rolling
Vice President, Controller, and Chief Accounting Officer
(Duly Authorized Officer)
DTE ELECTRIC COMPANY
By: /S/ MARK C. ROLLING
Mark C. Rolling
Vice President, Controller, and Chief Accounting Officer
(Duly Authorized Officer)
82
EXHIBIT 10.115

EXECUTION VERSION
ACTIVE 256914594v.6
TERM LOAN CREDIT AGREEMENT
Dated as of June 30, 2020
Among
DTE ENERGY COMPANY,
as Borrower
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders
and
BANK OF MONTREAL,
as Administrative Agent
BMO CAPITAL MARKETS CORP.,
as Lead Arranger and Sole Book Runner






TABLE OF CONTENTS
Page
1
1
18
18
18
18
18
20
20
20
20
21
23
24
24
26
26
27
30
30
30
30
31
32
32
32
33
34
34
34
37
37
39
40
40
42
42
1




43
43
43
43
44
44
44
45
47
47
49
50
50
54
55
55
56
56
56
57
57
57
58

2




SCHEDULES AND EXHIBITS
Schedules
Schedule I  - Commitments
Exhibits
Exhibit A  - Form of Note (If Requested)
Exhibit B  - Form of Notice of Borrowing
Exhibit C  - Form of Assignment and Assumption
Exhibit D  - Form of Certificate by Borrower
Exhibit E-1  - Form of Opinion of Senior Vice President and Chief Legal Officer to    the Borrower
Exhibit E-2  - Form of Opinion of Hunton Andrews Kurth LLP
Exhibit F  - Form of Compliance Certificate
Exhibit G  - [Reserved]
Exhibit H  - Form of Conversion Notice
Exhibit I  - Form of Prepayment Notice


3




This TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of June 30, 2020 is entered into among DTE ENERGY COMPANY, a Michigan corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and BANK OF MONTREAL (“BMO”), as Administrative Agent (including its branches and Affiliates as may be required to administer its duties, the “Agent”) for the Lenders (as hereinafter defined).
PRELIMINARY STATEMENT
WHEREAS, the Borrower, the Lenders and the Agent have agreed  to enter into this Agreement in order to set forth the terms and conditions under which the Lenders will, from time to time, make loans to or for the benefit of the Borrower.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereto hereby agree, subject to the satisfaction of the conditions set forth in Article III, as follows:
ARTICLE I: DEFINITIONS AND ACCOUNTING TERMS
SECTION i.Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
Advance” means an advance by a Lender to the Borrower as part of a Borrowing, and refers to a Base Rate Advance or a Eurodollar Rate Advance (each of which shall be a “Type” of Advance).
Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to vote 25% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.
Agent” has the meaning specified in the recital of parties to this Agreement.
Agent’s Account” means the account of the Agent maintained by the Agent at Bank of Montreal with its office at 3 Times Square, FL 28 New York, NY 10036, Reference: DTE Energy, Attention: Darren Thomas and Rahul Shah, with the following wiring instructions:
Bank:   BMO Harris Bank NA
ABA:   071000288
1




Account Name: Bank of Montreal Chicago Branch
Account Number: 1833201
Reference:  DTE Energy

Agent Parties” has the meaning specified in Section 8.02(b).
Aggregate Outstanding Credit Exposures” means, at any time, the aggregate of the Outstanding Credit Exposures of the Lenders.
Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.
Anti-Money Laundering Laws” has the meaning specified in Section 4.01(p).
Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.
Applicable Margin” means, as of any date, (i) with respect to all Base Rate Advances, 0.00% rate per annum, and (ii) with respect to all Eurodollar Rate Advances, 0.80% per annum.
Approved Fund” means any Person (other than a natural person) that (a) is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business, (b) has a combined capital and surplus of at least $500,000,000, and (c) is administered or managed by (x) a Lender, (y) an Affiliate of a Lender or (z) an entity or an Affiliate of an entity that administers or manages a Lender.
Arranger” means BMO Capital Markets Corp., in its capacity as lead arranger and sole book runner for the credit facility evidenced by this Agreement.
Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit C hereto or any other form approved by the Agent.
Audited Statements” means the Consolidated balance sheets of the Borrower, DTE Electric and DTE Gas as at December 31, 2019, and the related Consolidated statements of income and cash flows of the Borrower, DTE Electric and DTE Gas for the fiscal year then ended, accompanied by the opinion thereon of the Borrower’s, DTE Electric’s and DTE Gas’ independent public accountants.
Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
2




Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
Bankruptcy Event” means, with respect to any Person, such Person (a) becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or (b) has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, custodian, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided that, a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof; provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus ½ of 1% and (c) the Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that the Eurodollar Rate for any day shall be based on the LIBOR Rate at approximately 11:00 a.m. London time on such day, subject to the interest rate floors set forth therein; provided further, that if the Base Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Eurodollar Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the Eurodollar Rate, respectively.
Base Rate Advance” means an Advance that bears interest as provided in Section 2.06(a)(i).
3




Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.
Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Internal Revenue Code to which Section 4975 of the Internal Revenue Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”.
BMO” has the meaning specified in the recital of parties to this Agreement.
Borrower” has the meaning specified in the recital of parties to this Agreement.
Borrowing” means a borrowing consisting of simultaneous Advances of the same Type and (in the case of Eurodollar Rate Advances) having the same Interest Period, made by each of the Lenders pursuant to Section 2.01.
Business Day” means a day of the year on which banks are not required or authorized by law to close in New York City or Chicago, Illinois and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.
Capitalization” means the sum of (a) Total Funded Debt plus (b) Consolidated Net Worth.
Commitment” means, for each Lender, the obligation of such Lender to make Advances to the Borrower on or prior to the Commitment Termination Date in an aggregate amount not exceeding the amount set forth opposite such Lender’s name on Schedule I hereto or if such Lender has entered into any Assignment and Assumption, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(d), as such amount may be modified from time to time pursuant to the terms hereof (including, without limitation, pursuant to Section 2.04).
Commitment Fee” has the meaning specified in Section 2.03(a).
Commitment Termination Date” means September 28, 2020.
Communications” has the meaning specified in Section 8.02(b).
Confidential Information” means information that the Borrower furnishes to the Agent or any Lender designated as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Agent or such Lender from a source other than the Borrower.
4




Consolidated” refers to the consolidation of accounts in accordance with GAAP.
Consolidated Net Worth” means, as of any date of determination, the consolidated total stockholders’ equity, including capital stock (but excluding treasury stock and capital stock subscribed and unissued), additional paid-in capital and retained earnings (but excluding the Excluded Pension Effects) of the Borrower and its Subsidiaries determined in accordance with GAAP.
Convert”, “Conversion” and “Converted” each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.07 or 2.08.
Credit Extension” means the making of an Advance.
Debt” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than 60 days incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (f) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions of credit, (g) all obligations of such Person in respect of Hedge Agreements, (h) all Debt of others referred to in clauses (a) through (g) above or clause (i) below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (3) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (4) otherwise to assure a creditor against loss (all such obligations under this clause (h) being “Guaranteed Obligations”), and (i) all Debt referred to in clauses (a) through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt. See the definition of “Nonrecourse Debt” below.
Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.
5




Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Advances, or (ii) pay over to the Agent or any other Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower, the Agent or any other Lender in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless, in the good faith determination of the Agent, such position is based on such Lender’s good faith determination that a condition precedent to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Agent or any other Lender, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Advances, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Agent’s and Borrower’s receipt of such certification, or (d) has become the subject of (i) a Bankruptcy Event; provided that, if a Bankruptcy Event shall have occurred with respect to a Lender solely by reason of events relating to a parent company of such Lender, the Agent may, in its discretion, determine that such Lender is not a “Defaulting Lender” if and for so long as the Agent is satisfied that such Lender will continue to perform its funding obligations hereunder or (ii) a Bail-In Action.
Designating Lender” has the meaning specified in Section 8.07(h).
Disclosed Litigation” has the meaning specified in Section 4.01(f).
Dividing Person” has the meaning assigned to it in the definition of “Division”.
Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.
Domestic Lending Office” means, with respect to any Lender, the office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.
DTE Electric” means DTE Electric Company, a Michigan corporation wholly owned by the Borrower.
DTE Gas” means DTE Gas Company, a Michigan corporation, wholly owned (indirectly) by the Borrower.
EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution
6




described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Effective Date” has the meaning specified in Section 3.01.
Electronic Signature” means an electronic sound, symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.
Electronic System” means any electronic system, including (i) email, (ii) e-fax, (iii) Intralinks®, Syndtrak®, ClearPar®, DebtDomain® and (iv) any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Agent and any of its Related Parties or any other Person, providing for access to data protected by passcodes or other security system.
Eligible Assignee” means (i) a Lender; (ii) an Affiliate of a Lender; (iii) a commercial bank organized under the laws of the United States, or any State thereof, and having a combined capital and surplus of at least $500,000,000; (iv) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof, and having a combined capital and surplus of at least $500,000,000; (v) a commercial bank organized under the laws of any other country that is a member of the Organization for Economic Cooperation and Development or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of any such country, and having a combined capital and surplus of at least $500,000,000, so long as such bank is acting through a branch or agency located in the United States; (vi) the central bank of any country that is a member of the Organization for Economic Cooperation and Development; (vii) a finance company, insurance company or other financial institution or fund (whether a corporation, partnership, trust or other entity) that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and having a combined capital and surplus of at least $500,000,000; (viii) an Approved Fund; and (ix) any other Person approved by the Agent and, so long as no Event of Default shall be continuing, the Borrower, such approval not to be unreasonably withheld or delayed by either party; provided, however, that no Ineligible Institution shall qualify as an Eligible Assignee.
7




Enterprises” means DTE Enterprises, Inc., a Michigan corporation wholly-owned by the Borrower.
Environmental Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.
Environmental Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.
Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the Borrower’s controlled group, or under common control with the Borrower, within the meaning of Section 414 of the Internal Revenue Code.
ERISA Event” means (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a lien under
8




Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan.
EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.
Eurodollar Lending Office” means, with respect to any Lender, the office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.
Eurodollar Rate” means, for any Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (a) the LIBOR Rate by (b) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage.
Eurodollar Rate Advance” means an Advance that bears interest as provided in Section 2.06(a)(ii).
Eurodollar Rate Reserve Percentage” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System of the United States (together with any successor thereto, the “Board”) to which the Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D of the Board. Advances bearing interest based on the Eurodollar Rate shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D of the Board or any comparable regulation. The Eurodollar Rate Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
Events of Default” has the meaning specified in Section 6.01.
Excluded Pension Effects” means the non-cash effects on Consolidated Net Worth resulting from the implementation of FASB Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other
9




Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R), dated September 2006.
Excluded Short-Term Debt” means Debt of DTE Gas or any of its Subsidiaries having an original maturity of not more than 365 days in an aggregate amount of not more than $450,000,000.
FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Internal Revenue Code.
Federal Funds Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it; provided, that, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
Financial Officer” of any Person means the chief executive officer, president, chief financial officer, any vice president, controller, assistant controller, treasurer or any assistant treasurer of such Person.
Funded Debt” means, as to any Person, without duplication: (a) all Debt of such Person for borrowed money or which has been incurred in connection with the acquisition of assets (excluding (i) contingent reimbursement obligations in respect of letters of credit and bankers’ acceptances, (ii) Nonrecourse Debt, (iii) Junior Subordinated Debt, (iv) Mandatorily Convertible Securities, and (v) Hybrid Equity Securities), (b) all capital lease obligations of such Person and (c) all Guaranteed Obligations of Funded Debt of other Persons.
GAAP” means generally accepted accounting principles in the United States of America.
Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the
10




European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).
Guaranteed Obligations” has the meaning specified in clause (h) of the definition of “Debt”.
Hazardous Materials” means (a) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.
Hedge Agreements” means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements.
Hybrid Equity Securities” means any securities issued by the Borrower or its Subsidiary or a financing vehicle of the Borrower or its Subsidiary that (i) are classified as possessing a minimum of “intermediate equity content” by S&P, Basket C equity credit by Moody’s, and 50% equity credit by Fitch and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to at least 91 days after the repayment in full of the Advances and all other amounts due under this Agreement.
Identified Reports on Form 8K” means those certain reports of the Borrower and DTE Electric on Form 8K filed or furnished with the Securities and Exchange Commission on (a) January 31, February 5, February 20, March 6 (two filings), March 24, March 25, March 30, April 28, May 4, May 11 (two filings), May 12, May 26, June 8 and June 15, 2020 with respect to Borrower and (b) February 5, February 20, March 6, March 25, March 30, April 28, May 11, May 12, May 26, June 8 and June 15, 2020 with respect to DTE Electric.
Impacted Interest Period” has the meaning specified in the definition of “LIBOR Rate”.
Ineligible Institution” means (a) a natural person, (b) a Defaulting Lender, (c) the Borrower, any of its Subsidiaries or any of its Affiliates, or (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof.
Initial Lenders” has the meaning specified in the recital of parties to this Agreement.
11




Interest Period” means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, with respect to Eurodollar Rate Advances, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one week, one month, two months, three months or six months, as the Borrower may, upon notice received by the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:
(i) the Borrower may not select any Interest Period that ends after the Termination Date then in effect;
(ii) Interest Periods commencing on the same date for Eurodollar Rate Advances comprising part of the same Borrowing shall be of the same duration;
(iii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period (other than an Interest Period of one week) to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and
(iv) whenever the first day of any Interest Period (other than an Interest Period of one week) occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.
Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
Interpolated Rate” means, at any time, for any Interest Period, the rate per annum determined by the Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOR Screen Rate for the longest period (for which the LIBOR Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the LIBOR Screen Rate for the shortest period (for which the LIBOR Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.
12




Junior Subordinated Debt” means (a) subordinated junior deferrable interest debentures of the Borrower, DTE Electric, Enterprises or DTE Gas, (b) the related preferred securities, if applicable, of Subsidiaries of the Borrower and (c) the related subordinated guarantees, if applicable, of the Borrower, DTE Electric, Enterprises or DTE Gas, in each case, from time to time outstanding.
Lenders” means the Initial Lenders and each Person that shall become a party hereto pursuant to Section 8.07(a), (b) and (c).
LIBO Successor Rate” has the meaning specified in Section 2.07(g).
LIBO Successor Rate Conforming Changes” means, with respect to any proposed LIBO Successor Rate, any conforming changes to the definitions of Base Rate and Interest Period and any defined terms used therein, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the reasonable discretion of the Agent, to reflect the adoption of such LIBO Successor Rate and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBO Successor Rate exists, in such other manner of administration as the Agent determines in consultation with the Borrower).
LIBOR Rate” means, for any Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for Dollars for a period equal in length to such Interest Period as displayed on the Bloomberg screen for Dollar LIBOR related to the term of the applicable Interest Period or, in the event such rate does not appear on either of such Bloomberg pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Agent from time to time in its reasonable discretion (in each case the “LIBOR Screen Rate”; and such information service being the “Service”) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that, if the LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided, further, that if a LIBOR Screen Rate shall not be available at such time for such Interest Period (the “Impacted Interest Period”), then the LIBOR Rate for such Interest Period shall be the Interpolated Rate; provided, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
LIBOR Screen Rate” has the meaning specified in the definition of LIBOR Rate.
Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.
13




Loan Documents” means this Agreement and the Notes.
Mandatorily Convertible Securities” means any mandatorily convertible equity-linked securities issued by the Borrower or its Subsidiary, so long as the terms of such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the repayment in full of the Advances and all other amounts due under this Agreement.
Material Adverse Change” means any material adverse change in the business, condition (financial or otherwise), operations, performance or properties of the Borrower and its Subsidiaries taken as a whole.
Material Adverse Effect” means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance or properties of the Borrower and its Subsidiaries taken as a whole, or (b) the ability of the Borrower to perform its obligations under any Loan Document to which it is a party.
Moody’s” means Moody’s Investors Service, Inc.
Moody’s Rating” means, at any time, the rating issued by Moody’s and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement.
Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.
Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or any ERISA Affiliate and at least one Person other than the Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.
Nonrecourse Debt” means Debt of the Borrower or any of its Subsidiaries in respect of which no recourse may be had by the creditors under such Debt against the Borrower or such Subsidiary in its individual capacity or against the assets of the Borrower or such Subsidiary, other than (a) to assets which were purchased or refinanced by the Borrower or such Subsidiary with the proceeds of such Debt, (b) to the proceeds of such assets, or (c) if such assets are held by a Subsidiary formed solely for such purpose, to such Subsidiary or the equity interests in such Subsidiary; provided that, for purposes of clarity, it is understood that Securitization Bonds shall constitute Nonrecourse Debt for all purposes of the Loan Documents, except to the extent (and only to the extent) of any claims made against DTE Electric in respect of its indemnification obligations relating to such Securitization Bonds.
14




Note” has the meaning specified in Section 2.17.
Notice of Borrowing” has the meaning specified in Section 2.02(a).
Obligations” means all unpaid principal of and accrued and unpaid interest on Advances, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrower to the Lenders or to any Lender, the Agent or any indemnified party arising under the Loan Documents.
Other Taxes” has the meaning specified in Section 2.13(b).
Outstanding Credit Exposure” means, as to any Lender at any time the aggregate principal amount of its Advances outstanding at such time.
Participant Register” has the meaning specified in Section 8.07(e).
PATRIOT Act” has the meaning specified in Section 3.01(f).
PBGC” means the Pension Benefit Guaranty Corporation (or any successor).
Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.
Plan” means a Single Employer Plan or a Multiple Employer Plan.
Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA.
Platform” has the meaning specified in Section 8.02(b).
Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board of Governors of the Federal Reserve System in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Agent) or any similar release by the Board of Governors of the Federal Reserve System (as determined by the Agent). Any change in such Prime Rate shall take effect at the opening of business on the day specified in the public announcement of such change.
PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
Register” has the meaning specified in Section 8.07(d).
15




Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, advisors and representatives of such Person and such Person’s Affiliates.
Required Lenders” means, subject to Section 2.18, at any time, Lenders owed more than fifty percent (50%) of the Aggregate Outstanding Credit Exposures at such time (or, if the Aggregate Outstanding Credit Exposures are zero, Lenders having more than fifty percent (50%) of the Commitments); provided that at all times when two or more Lenders (excluding Defaulting Lenders) are party to this Agreement, the term “Required Lenders” shall in no event mean less than two Lenders.
Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
S&P” means Standard & Poor’s Ratings, a subsidiary of S&P Global Inc., or any successor thereof.
S&P Rating” means, at any time, the rating issued by S&P and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement.
Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.
Sanctioned Country” means, at any time, a country or territory which is, or whose government is, the subject or target of any Sanctions (at the date of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).
Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or by the European Union or any EU member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) and (b) or (d) any Person otherwise subject to any Sanctions.
SEC Reports” means the following reports and financial statements:
(i) the Borrower’s and DTE Electric’s Annual Reports on Form 10K for the year ended December 31, 2019, as filed with or sent to the Securities and Exchange Commission, including the Audited Statements of the Borrower and DTE Electric, respectively; and
16




(ii) the Identified Reports on Form 8K, including therein the Audited Statements of DTE Gas.
Service” has the meaning specified in the definition of “LIBOR Rate”.
Securitization Bonds” means Debt of one or more Securitization SPEs, issued pursuant to The Customer Choice and Electricity Reliability Act, Act No. 142, Public Acts of Michigan, 2000, as the same may be amended from time to time.
Securitization SPE” means an entity established or to be established directly or indirectly by the Borrower for the purpose of issuing Securitization Bonds and includes The Detroit Edison Securitization Funding LLC, a limited liability company organized under the laws of the State of Michigan.
Significant Subsidiary” means (i) DTE Electric, Enterprises and DTE Gas, and (ii) any other Subsidiary of the Borrower (A) the total assets (after intercompany eliminations) of which exceed 30% of the total assets of the Borrower and its Subsidiaries or (B) the net worth of which exceeds 30% of the Consolidated Net Worth, in each case as shown on the audited Consolidated financial statements of the Borrower as of the end of the fiscal year immediately preceding the date of determination.
Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or any ERISA Affiliate and no Person other than the Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the Borrower or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.
SPV” has the meaning specified in Section 8.07(h).
Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time directly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.
Taxes” has the meaning specified in Section 2.13(a).
Termination Date” means the earlier of (a) June 29, 2021, and (b) the date all of the Aggregate Outstanding Credit Exposures, all interest and all other Obligations shall become and be due and payable pursuant to Section 2.04 or 6.01.
17




Total Funded Debt” means all Funded Debt of the Borrower and its Consolidated Subsidiaries, on a consolidated basis, as determined in accordance with GAAP.
UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
Voting Stock” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.
Withdrawal Liability” has the meaning specified in Part I of Subtitle E of Title IV of ERISA.
Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
SECTION ii.Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.
SECTION iii.Accounting Terms. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof
18




for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (formerly referred to as Statement of Financial Accounting Standards 159) (or any other Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrower or any of its Subsidiaries at “fair value”, as defined therein and (ii) without giving effect to any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof.
ARTICLE II: AMOUNTS AND TERMS OF THE ADVANCES
SECTION i.Commitment. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances in U.S. dollars to the Borrower in not more than four Borrowings on or prior to the Commitment Termination Date in an amount equal to such Lender’s unused Commitment. Each Borrowing shall be in an aggregate amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof, or the remaining balance of Commitments available for a Borrowing, if such balance is less than $25,000,000, and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. Amounts repaid or prepaid in respect of Advances may not be reborrowed.
SECTION ii.Making the Advances. Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or 1:00 P.M. (New York City time) on the Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing signed by a Financial Officer in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance and (v) wire transfer instructions. Each Lender shall, before 12:00 noon (New York City time) on the date of such Borrowing (or, in the case of any Notice of Borrowing with respect to a Base Rate Advance given on or after 10:00 A.M. (New York City time) but on or before 1:00 P.M. (New York City time) on the date of such Borrowing, before 3:00 P.M. (New York City time) on the date of such Borrowing), make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s
19




receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower as specified in the Notice of Borrowing.
(1)Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $25,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11(a) and (ii) at no time shall the aggregate number of all Borrowings comprising Eurodollar Rate Advances outstanding hereunder be greater than four.
(2)Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.
(3)Unless the Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.
(4)The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.
SECTION iii.Fees.
(1)Commitment Fee. The Borrower agrees to pay to the Agent for the account of each Lender a commitment fee (the “Commitment Fee”) on the aggregate unused amount of such Lender’s Commitment from the date hereof in the case of each Initial Lender and from the
20




effective date specified in the Assignment and Assumption pursuant to which it became a Lender in the case of each other Lender until the earlier of (i) the Commitment Termination Date and (ii) the date on which all of the Commitments under this Agreement have been terminated at a rate per annum equal to 0.225%, payable in arrears quarterly on the last Business Day of each calendar quarter prior to the Commitment Termination Date and on the Commitment Termination Date.
(2)Agent’s Fees. The Borrower shall pay to the Agent for its own account such fees as may from time to time be agreed between the Borrower and the Agent.
(3)[Reserved].
SECTION iv.Termination or Reduction of the Commitments.
(1)Upon any Lender’s making of its Advances, the Commitment of such Lender shall be reduced automatically on a dollar for dollar basis. Unless previously terminated, the unused Commitments shall terminate at 5:00 p.m., New York City time, on the Commitment Termination Date.
(2)The Borrower shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders, provided that each partial reduction shall be in the aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or the remaining balance, if less than $5,000,000. Once terminated, a Commitment or portion thereof may not be reinstated.
SECTION v.Repayment of Credit Extensions. The Borrower shall repay to the Agent for the ratable account of the Lenders on the Termination Date the Aggregate Outstanding Credit Exposures and all other unpaid Obligations.
SECTION vi.Interest on Advances. Scheduled Interest. The Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:
(a)Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (x) the Base Rate in effect from time to time plus (y) the Applicable Margin in effect from time to time, payable in arrears quarterly on the last Business Day of each March, June, September and December during such periods and on the date such Base Rate Advance shall be Converted or paid in full.
(b)Eurodollar Rate Advances. During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (x) the Eurodollar Rate for such Interest Period for such Advance plus (y) the Applicable Margin in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more
21




than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full.
(1)Default Interest. (i) Upon the occurrence and during the continuance of an Event of Default, the Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a)(i) or (a)(ii) above, and (ii) the Borrower shall pay, to the fullest extent permitted by law, interest on the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above.
SECTION vii.Interest Rate Determination. If, prior to the commencement of any Interest Period for any Eurodollar Rate Advance the Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or the LIBOR Rate, as applicable for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(1)If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(2)If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the Borrower and the Lenders and such Eurodollar Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
(3)On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Eurodollar Rate Advances shall automatically Convert into Base Rate Advances.
22




(4)Upon the occurrence and during the continuance of any Event of Default, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
(5)If the Service is not available or a rate does not timely appear on the Service:
(a)the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(b)with respect to Eurodollar Rate Advances, each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
(c)the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(6)Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Agent (with a copy to the Borrower) that the Required Lenders have determined, that:
(a)a public statement or publication of information by or on behalf of the administrator of the LIBOR Rate announcing that such administrator has ceased or will cease to provide the LIBOR Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rate;
(b)a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOR Rate, a resolution authority with jurisdiction over the administrator for the LIBOR Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Rate, in each case which states that the administrator of the LIBOR Rate has ceased or will cease to provide the LIBOR Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rate;
(c)a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate announcing that the LIBOR Rate is no longer representative; and/or
23




(d)U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in this Section 2.07, are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate,
then, after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may amend this Agreement to replace the LIBOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of the LIBOR Rate provided, that, if such alternate benchmark rate as so determined is below zero, it will be deemed to be zero for purposes of this Agreement (any such proposed rate, a “LIBO Successor Rate”), together with any proposed LIBO Successor Rate Conforming Changes (but for the avoidance of doubt, no such replacement or changes shall include a change in the Applicable Margin) and, notwithstanding anything to the contrary in Section 8.01, any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent notice that such Required Lenders do not accept such amendment.
If no LIBO Successor Rate has been determined and the circumstances under clause (i) or (ii) above (and the LIBOR Rate is no longer being provided) or under clause (iii) above, the obligation of the Lenders to make or maintain Eurodollar Rate Advances shall be suspended (to the extent of the affected Eurodollar Rate Advances or Interest Periods). Upon receipt of such notice (a copy of which notice shall promptly be provided to the Lenders by the Administrative Agent), the Borrower may revoke any pending request for a conversion to or continuation of Eurodollar Rate Advances (to the extent of the affected Eurodollar Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances in Dollars specified therein without regard to clause (c) of the definition of Base Rate.
SECTION viii.Optional Conversion of Advances. The Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.07 and 2.11(a), Convert all Advances of one Type comprising the same Borrowing into Advances of the other Type (it being understood that such Conversion of an Advance or of its Interest Period does not constitute a repayment or prepayment of such Advance); provided, however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall be substantially in the form of Exhibit H hereto, and shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances to be Converted, and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the
24




initial Interest Period for each such Eurodollar Rate Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower.
SECTION ix.Prepayments of Advances. Optional Prepayment. The Borrower may on any Business Day, upon notice given to the Agent substantially in the form of Exhibit I hereto, not later than 11:00 A.M. (New York City time), (i) on the same day for Base Rate Advances and (ii) on the third Business Day prior to the prepayment in the case of Eurodollar Rate Advances stating the proposed date and aggregate principal amount of the prepayment (and if such notice is given the Borrower shall) prepay the outstanding principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or the remaining balance, if less than $5,000,000, and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c).
SECTION x.Increased Costs. If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any rule, guideline, requirement, directive or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Person of agreeing to make or making, funding or maintaining Advances, including as a result of any tax, levy, impost, deduction, fee, assessment, duty, charge or withholding, and all liabilities with respect thereto, imposed on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (including any such costs constituting any reduction in return to any Lender, reduction in the principal, interest or other amount payable to such Lender or any requirement by any such Lender to make any payment or forego any interest or other sum payable hereunder (calculated by the gross amount of any sum receivable or deemed received by such Lender from the Borrower hereunder)), excluding for purposes of this Section 2.10 any such increased costs resulting from Taxes, amounts excluded from Taxes pursuant to Section 2.13, and Other Taxes, then the Borrower shall from time to time, upon demand by such Person (with a copy of such demand to the Agent), pay to the Agent on its own account or for the account of such Person, as applicable, additional amounts sufficient to compensate such Person, for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Person, shall be conclusive and binding for all purposes, absent manifest error.
(1)If any Lender determines that compliance with any law or regulation or any rule, guideline, requirement, directive or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender, and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender from time to time as specified by such Lender additional amounts sufficient to compensate such Lender or such corporation in the light
25




of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender’s commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.
(2)In the event that a Lender demands payment from the Borrower for amounts owing pursuant to subsection (a) or (b) of this Section 2.10, the Borrower may, upon payment of such amounts and subject to the requirements of Sections 8.04 and 8.07, substitute for such Lender another financial institution, which financial institution shall be an Eligible Assignee and shall assume the Commitments of such Lender and purchase the Outstanding Credit Exposures held by such Lender in accordance with Section 8.07, provided, however, that (i) no Default shall have occurred and be continuing, (ii) the Borrower shall have satisfied all of its obligations in connection with the Loan Documents with respect to such Lender, and (iii) if such assignee is not a Lender, (A) such assignee is acceptable to the Agent and (B) the Borrower shall have paid the Agent a $3,500 administrative fee.
(3)If any Lender requests compensation under this Section 2.10, then such Lender shall, if requested by the Borrower, use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.10 in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(4)For purposes of this Section 2.10, and notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, requirements, guidelines and directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have been enacted, adopted and issued after the date hereof, regardless of the date enacted, adopted, issued or implemented.
(5)Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that, the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred more than 270 days prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs and of such Lender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such increased costs is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.
SECTION xi.Illegality.
26




(1)Notwithstanding any other provision of this Agreement, if any Lender shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.06(a)(i), as the case may be, and (ii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(2)If a Conversion occurs or the obligation of the Lenders to make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances is suspended, in each case, pursuant to Section 2.11(a), then the Lender causing such Conversion and/or suspension shall use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would reinstate the Lenders’ obligations to make Eurodollar Rate Advances and to Convert Advances into Eurodollar Rate Advances and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
SECTION xii.Payments and Computations. The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Agent at the Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxes. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest and Commitment Fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
(1)The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the Note held by such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due.
27




(2)All computations of interest based on the Base Rate, when such computations of the Base Rate are based on the Prime Rate, shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Base Rate (other than such computations of the Base Rate that are based on the Prime Rate), of interest based on the Eurodollar Rate and of the Commitment Fees shall be made by the Agent on the basis of a year of 360 days, in each case, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or such Commitment Fees is payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(3)Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or Commitment Fees; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.
(4)Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent or each Lender, as applicable, shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.
SECTION xiii.Taxes. Subject to the exclusions set forth below in this Section 2.13(a) and, if applicable, compliance with Section 2.13(e), any and all payments by the Borrower hereunder or under the Notes shall be made, in accordance with Section 2.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, fees, assessments, duties, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agent, (i) any and all present or future taxes, levies, imposts, deductions, fees, assessments, duties, charges or withholdings imposed on or measured by its net income, franchise taxes, and branch profits taxes, in each case imposed on it, (x) by the jurisdiction under the laws of which such Lender or the Agent (as the case may be) is organized or any political subdivision thereof and (y), in the case of each Lender by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof and (ii) any United States withholding taxes imposed by FATCA (all such non-excluded taxes, levies, imposts, deductions, fees, assessments, duties, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as “Taxes”). Notwithstanding the above, if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender or the Agent, the Borrower will so deduct and (i) the sum payable shall be increased as may be necessary so that after making all such deductions on
28




account of Taxes (including deductions on account of Taxes applicable to additional sums payable under this Section 2.13) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
(1)The Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or under the Notes or from the execution, delivery or registration of this Agreement or the Notes (hereinafter referred to as “Other Taxes”).
(2)Without duplication of the Borrower’s payment obligations on account of Taxes or Other Taxes pursuant to Sections 2.13(a) and (b), the Borrower shall indemnify each Lender and the Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes imposed by any jurisdiction on amounts payable under this Section 2.13) imposed on or paid by such Lender or the Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Lender or the Agent (as the case may be) makes written demand therefor.
(3)Within 30 days after the date of any payment of Taxes, the Borrower shall furnish to the Agent, at its address referred to in Section 8.02, the original or a certified copy of a receipt evidencing payment thereof. In the case of any payment hereunder or under the Notes by or on behalf of the Borrower through an account or branch outside the United States or by or on behalf of the Borrower by a payor that is not a United States person, if the Borrower determines that no Taxes are payable in respect thereof, the Borrower shall furnish, or shall cause such payor to furnish, to the Agent, at such address, an opinion of counsel acceptable to the Agent stating that such payment is exempt from Taxes. For purposes of this subsection (d) and subsection (e), the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Internal Revenue Code.
(4)Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Initial Lender and on the date of the Assignment and Assumption pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter as requested in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide each of the Agent and the Borrower with two original Internal Revenue Service Form W8BEN, W-8BEN-E or W-8ECI, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that such Lender is exempt from United States withholding tax on payments pursuant to this Agreement or the Notes. If any form or document referred to in this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service Form W8BEN, W-8BEN-E or W-8ECI, that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the Borrower and shall not be obligated to include in such form or document such confidential information; however, such a
29




Lender will not be entitled to any payment or indemnification on account of any Taxes imposed by the United States.
(5)If a payment made to a Lender hereunder would be subject to United States withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(6)Notwithstanding any provision to the contrary in this Agreement, the Borrower will not be obligated to make payments on account of or indemnify the Lenders or the Agent for any present or future taxes, levies, imposts, deductions, fees, assessments, duties, charges or withholdings, and all liabilities with respect thereto, or any present or future stamp or other documentary taxes or property taxes, charges or similar levies that are neither Taxes nor Other Taxes except as may be required by Section 2.10.
(7)For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described in Section 2.13(e) (other than if such failure is due to a change in law occurring subsequent to the date on which a form originally was required to be provided, or if such form otherwise is not required under the first sentence of subsection (e) above), such Lender shall not be entitled to indemnification under Section 2.13(a) or (c) with respect to Taxes imposed by the United States by reason of such failure; provided, however, that should a Lender become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as the Lender shall reasonably request to assist the Lender to recover such Taxes.
(8)In the event that a Lender demands payment from the Borrower for amounts owing pursuant to subsection (a) or (b) of this Section 2.13, the Borrower may, upon payment of such amounts and subject to the requirements of Sections 8.04 and 8.07, substitute for such Lender another financial institution, which financial institution shall be an Eligible Assignee and shall assume the Commitments of such Lender and purchase the Outstanding Credit Exposures held by such Lender in accordance with Section 8.07, provided, however, that (i) no Default shall have occurred and be continuing, (ii) the Borrower shall have satisfied all of its obligations in connection with the Loan Documents with respect to such Lender, and (iii) if such assignee is not a Lender, (A) such assignee is acceptable to the Agent and (B) the Borrower shall have paid the Agent a $3,500 administrative fee.
30




(9)Notwithstanding any provision to the contrary in this Agreement, in the event that a Lender that is not an Initial Lender and who purchased its interest in this Agreement without the consent of the Borrower pursuant to Section 8.07(a), seeks (i) payment of additional amounts pursuant to Section 2.13(a), (ii) payment of Other Taxes pursuant to Section 2.13(b), or (iii) indemnification for Taxes or Other Taxes pursuant to Section 2.13(c), the amount of any such payment or indemnification will be no greater than what it would have been had the Initial Lender not transferred, assigned or sold its interest in this Agreement.
(10)If the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to this Section 2.13, then such Lender shall use reasonable efforts to designate a different Applicable Lending Office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 2.13 in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(11)Each Lender shall severally indemnify the Agent for any taxes, levies, imposts, deductions, fees, assessments, duties, charges or withholdings, and all liabilities with respect thereto, (but, in the case of any Taxes or Other Taxes, only to the extent that the Borrower has not already indemnified the Agent for such Taxes or Other Taxes and without limiting the obligation of the Borrower to do so) attributable to such Lender that are paid or payable by the Agent in connection with this Agreement and any reasonable expenses arising therefrom or with respect thereto, whether or not such amounts were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.13(l) shall be paid within 30 days after the Agent delivers to the applicable Lender a certificate stating the amount so paid or payable by the Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.
SECTION xiv.Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Outstanding Credit Exposures owing to it (other than pursuant to Section 2.10, 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the Aggregate Outstanding Credit Exposures obtained by all of the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Aggregate Outstanding Credit Exposures owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any
31




Lender so purchasing a participation from another Lender pursuant to this Section 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
SECTION xv.Use of Proceeds. The proceeds of the Advances shall be available hereunder solely for general corporate purposes of the Borrower and its Subsidiaries.
SECTION xvi.[Reserved].
SECTION xvii.Noteless Agreement; Evidence of Indebtedness.
(1)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Credit Extension made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
(2)The Agent shall also maintain accounts in which it will record (i) the date and the amount of each Credit Extension made hereunder and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (iii) the effective date and amount of each Assignment and Assumption delivered to and accepted by it and the parties thereto pursuant to Section 8.07, (iv) the amount of any sum received by the Agent hereunder from the Borrower and each Lender’s share thereof and (v) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest.
(3)The entries maintained in the accounts maintained pursuant to clauses (a) and (b) above shall be prima facie evidence of the existence and amounts of the obligations hereunder and under the Notes therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay such obligations in accordance with their terms.
(4)Any Lender may request that its Advances be evidenced by a promissory note representing its Advances substantially in the form of Exhibit A (each, a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender such Note payable to the order of such Lender. Thereafter, the Advances evidenced by each such Note and interest thereon shall at all times (including after any assignment pursuant to Section 8.07) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 8.07, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Advances once again be evidenced as described in clauses (a) and (b) above.
SECTION xviii.Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
32




(1)fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.03(a);
(2)the Outstanding Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.01, other than those which require the consent of all Lenders or of each affected Lender);
(3)the Borrower may, subject to the requirements of Sections 8.04 and 8.07, substitute for such Defaulting Lender another financial institution, which financial institution shall be an Eligible Assignee and shall assume the Commitments of such Defaulting Lender and purchase the Outstanding Credit Exposures held by such Defaulting Lender in accordance with Section 8.07; provided, however, that (i) no Default shall have occurred and be continuing, (ii) the Borrower shall have satisfied all of its obligations in connection with the Loan Documents with respect to such Defaulting Lender, and (iii) if such assignee is not a Lender, (A) such assignee is acceptable to the Agent and (B) the Borrower shall have paid the Agent a $3,500 administrative fee;
(4)to the extent the Agent receives any payments or other amounts for the account of a Defaulting Lender under the Loan Documents, such Defaulting Lender shall be deemed to have requested that the Agent use such payment or other amount to fulfill such Defaulting Lender’s previously unsatisfied obligations to fund an Advance or any other unfunded payment obligation of such Defaulting Lender under Section 2.02(e), 2.12(e) or 7.05; and
(5)for the avoidance of doubt, the Borrower shall retain and reserve its other rights and remedies respecting each Defaulting Lender.
SECTION xix.[Reserved].
ARTICLE III: CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONS
SECTION i.Conditions Precedent to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date:
(1)There shall have occurred (i) no Material Adverse Change since December 31, 2019, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents.
(2)The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested.
33




(3)All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agent that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents.
(4)The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date.
(5)The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agent, the Lenders and the Arranger on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(6)Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification.
(7)On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that:
(a)The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(b)No event has occurred and is continuing that constitutes a Default.
(8)The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender:
(a)Counterpart signature pages of this Agreement, executed by each of the parties hereto.
(b)Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.17.
34




(c)Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party.
(d)A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder.
(e)Favorable opinion letters of JoAnn Chávez, the Senior Vice President and Chief Legal Officer of the Borrower, and Hunton Andrews Kurth LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.
SECTION ii.Conditions Precedent to each Credit Extension. The obligation of each Lender to make a Credit Extension shall be subject to the conditions precedent that the Effective Date shall have occurred (or shall occur concurrently therewith) and on the date of such Credit Extension: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Credit Extension such statements are true):
(a)the representations and warranties contained in Section 4.01 are correct on and as of the date of such Credit Extension, before and after giving effect to such Credit Extension and to the application of the proceeds therefrom, as though made on and as of such date; provided, that such condition shall not apply to (x) the last sentence of Section 4.01(e) or (y) Section 4.01(f), and
(b)after giving effect to the application of the proceeds of all Credit Extensions on such date (together with any other resources of the Borrower applied together therewith), no event has occurred and is continuing, or would result from such Credit Extension or from the application of the proceeds therefrom, that constitutes a Default;
and (b) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
SECTION iii.Determinations Under Section 3.01. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.
35




ARTICLE IV: REPRESENTATIONS AND WARRANTIES
SECTION i.Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:
(1)The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
(2)The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower.
(3)No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party.
(4)This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally.
(5)The Audited Statements of the Borrower, DTE Electric and DTE Gas, copies of each of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2019, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports.
(6)There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect.
36




(7)The operations and properties of the Borrower and each of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect.
(8)No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan.
(9)Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status.
(10)(i) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan and (ii) none of the Borrower and its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery or performance of the transactions contemplated hereby, including the making of any Loan hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.
(11)Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA.
(12)Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106.
(13)The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Credit Extension will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Credit Extension hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder.
37




(14)Neither the Borrower nor any of its Subsidiaries is, or after the making of any Credit Extension or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended).
(15)The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary of the Borrower or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.
(16)Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the Bank Secrecy Act, 31 U.S.C. §§5311 et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.
(17)The Borrower is not an Affected Financial Institution.
(18)As of the Effective Date, the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.
ARTICLE V: COVENANTS OF THE BORROWER
SECTION i.Affirmative Covenants. So long as any Outstanding Credit Exposure shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will:
(1)Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
38




(2)Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, all taxes, assessments and governmental charges or levies imposed upon it or upon its property that, if not paid, could be reasonably expected to result in a Material Adverse Effect; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.
(3)Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties (including customary self-insurance) in the same general areas in which the Borrower or such Subsidiary operates.
(4)Preservation of Corporate Existence, Etc. Preserve and maintain its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower shall not be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower and that the loss thereof is not disadvantageous in any material respect to the Borrower and its Subsidiaries taken as a whole or the ability of the Borrower to meet its obligations hereunder.
(5)Visitation Rights. At any reasonable time and from time to time, permit the Agent or any of the Lenders or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any of its Significant Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Significant Subsidiaries with any of their officers or directors and with their independent certified public accountants.
(6)Keeping of Books. Keep, and cause each of its Significant Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Subsidiary in accordance with generally accepted accounting principles in effect from time to time.
(7)Maintenance of Properties, Etc. Subject to clause (d) above, maintain and preserve, and cause each of its Significant Subsidiaries to maintain and preserve, all of their respective properties that are used or useful in the conduct of their respective businesses in good working order and condition, ordinary wear and tear excepted.
(8)Reporting Requirements. Furnish to the Agent (and the Agent shall use commercially reasonable efforts to promptly furnish copies thereof to the Lenders via IntraLinks or other similar password-protected restricted internet site; or, in the case of clause (viii) below, to the applicable Lender):
39




(a)as soon as available and in any event within 65 days after the end of each of the first three quarters of each fiscal year of the Borrower, commencing with the fiscal quarter ending June 30, 2020, Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter;
(b)as soon as available and in any event within 115 days after the end of each fiscal year of the Borrower commencing with the fiscal year ending December 31, 2020, (A) to the extent provided to shareholders of the Borrower, a copy of the annual report to such shareholders for such year for the Borrower and its Consolidated Subsidiaries, (B) the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and (C) the Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion by PricewaterhouseCoopers LLP or any other independent public accounting firms which (x) as of the date of this Agreement is one of the “big four” accounting firms or (y) is reasonably acceptable to the Required Lenders;
(c)together with the financial statements required under clauses (i) or (ii) above, a compliance certificate in substantially the form of Exhibit F signed by a Financial Officer of the Borrower showing the then current information and calculations necessary to determine compliance with this Agreement and stating that no Event of Default or Default exists, or if any Event of Default or Default exists, stating the nature and status thereof;
(d)as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of a Financial Officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;
(e)reasonably promptly after the sending or filing thereof copies of all reports and registration statements that the Borrower or any Subsidiary filed with the Securities and Exchange Commission or any national securities exchange;
(f)such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request;
(g)promptly, but within five (5) Business Days of such change, written notice to the Agent of each change to the Borrower’s Moody’s Rating and S&P Rating; and
(h)promptly, any change in the information provided in the Beneficial Ownership Certification delivered to any Lender that would result in a change to the list of beneficial owners identified in such certification.
Information required to be delivered pursuant to clauses (i), (ii) or (v) above shall be deemed to have been delivered on the date on which the Borrower has posted such
40




information on the Borrower’s website on the Internet at www.dteenergy.com (or any successor or replacement website thereof), which website includes an option to subscribe to a free service alerting subscribers by email of new Securities and Exchange Commission filings at http://phx.corporate-ir.net/phoenix.zhtml?c=68233&p=irol-alerts, or at www.sec.gov or at another website identified in a notice to the Lenders and accessible by the Lenders without charge.
(9)Sanctions and Anti-Corruption Laws. Maintain in effect and enforce policies and procedures designed to ensure, in its reasonable judgment, compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.
SECTION ii.Negative Covenants. At all times on and after the Effective Date so long as any Outstanding Credit Exposure shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not:
(1)Liens, Etc. Create or suffer to exist, or permit any Significant Subsidiary to create or suffer to exist, any Lien on or with respect to any shares of any class of equity securities (including, without limitation, Voting Stock) of any Significant Subsidiary, whether such shares are now owned or hereafter acquired.
(2)Debt. Create, incur, assume or suffer to exist any Debt except (i) Debt that is expressly or effectively pari passu with or expressly subordinated to the Debt of the Borrower hereunder, (ii) Nonrecourse Debt or (iii) other Debt incurred in the ordinary course of the Borrower’s business up to an aggregate amount of $100,000,000.
(3)Mergers, Etc. (i) Merge or consolidate with or into, or (ii) consummate a Division as the Dividing Person with respect to, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any Significant Subsidiary to do so, except that (A) any Significant Subsidiary may merge, consolidate or consummate a Division with or into any other Significant Subsidiary, (B) any Significant Subsidiary may merge into or dispose of assets pursuant to a Division or otherwise to the Borrower, and (C) the Borrower may merge, consolidate or consummate a Division with or into any other Person so long as the Borrower shall be the surviving entity and has, after giving effect to such merger, consolidation or Division, senior unsecured Debt outstanding rated at least BBB- by S&P and Baa3 by Moody’s; provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.
(4)Change in Nature of Business. Make, or permit any of its Significant Subsidiaries (including Enterprises and DTE Gas) to make, any material change in the nature of its business as carried on the date hereof, other than as disclosed or contemplated in the SEC Reports.
(5)Accounting Changes. Make or permit any change in accounting policies or reporting practices, except as required or permitted by generally accepted accounting principles; or permit any of its Subsidiaries to make or permit any change in accounting policies or reporting
41




practices if, as a result of such change, the Borrower shall fail to maintain a system of accounting established and administered in accordance with generally accepted accounting principles.
(6)Sanctions and Anti-Corruption Laws. Request any Borrowing or other Credit Extension, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or other Credit Extension (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C)  in any manner that would result in the violation of any Sanctions applicable to any party hereto.
ARTICLE VI: EVENTS OF DEFAULT
SECTION i.Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing:
(1)The Borrower shall fail to pay any principal of any Advance when the same becomes due and payable; or the Borrower shall fail to pay any interest on any Outstanding Credit Exposure or make any other payment of fees or other amounts payable under this Agreement or any Note within three Business Days after the same becomes due and payable; or
(2)Any representation or warranty made by the Borrower herein, by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or
(3)(i) The Borrower shall fail to perform or observe any term, covenant or agreement contained in Section  5.01(d), (e) or (h) or 5.02, or (ii) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in any Loan Document on its part to be performed or observed if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Agent or any Lender; or
(4)The Borrower or any of its Significant Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal or notional amount of at least $100,000,000 in the aggregate (but excluding Debt outstanding hereunder and Nonrecourse Debt) of the Borrower or such Significant Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased
42




or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or
(5)The Borrower or any of its Significant Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Significant Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any of its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or
(6)Any judgment or order for the payment of money, individually or in the aggregate, in excess of $100,000,000 shall be rendered against the Borrower or any of its Significant Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
(7)(i) any Person or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall either (A) acquire beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of 50% or more of Voting Stock of the Borrower, or (B) obtain the power (whether or not exercised) to elect a majority of the Borrower’s directors, or (ii) the Borrower shall at any time cease to hold directly or indirectly 100% of the Voting Stock of DTE Electric and DTE Gas; or
(8)The Borrower or any of its ERISA Affiliates shall incur, or, in the reasonable opinion of the Required Lenders, shall be reasonably likely to incur liability in excess of $50,000,000 individually or in the aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of the Borrower or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan; or
(9)The Borrower and its Subsidiaries, on a Consolidated basis, shall, as of the last day of any fiscal quarter of the Borrower, have a ratio of (a) Total Funded Debt to (b) Capitalization in excess of 0.65:1; provided that for purposes of calculating the foregoing ratio as of the last day of any fiscal quarter other than any fiscal quarter ending on June 30, “Total Funded Debt” for purposes of clauses (a) and (b) above shall be calculated exclusive of all Excluded Short-Term Debt outstanding as of such date;
43




(10)Any provision of any of the Loan Documents after delivery thereof pursuant to Section 3.01 shall for any reason cease to be valid and binding on or enforceable against the Borrower, or the Borrower shall so state in writing;
then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender to make Credit Extensions to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Aggregate Outstanding Credit Exposures, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Aggregate Outstanding Credit Exposures, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Credit Extensions shall automatically be terminated, and (B) the Aggregate Outstanding Credit Exposures, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.
ARTICLE VII: THE AGENT
SECTION i.Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Outstanding Credit Exposures), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (or all of the Lenders to the extent required by the terms of this Agreement), and such instructions shall be binding upon all Lenders and all holders of Outstanding Credit Exposures; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.
SECTION ii.Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee in respect of any Outstanding Credit Exposure as the owner thereof until the Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee in respect of such Outstanding Credit Exposure, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for
44




the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.
SECTION iii.BMO and Affiliates. With respect to its Commitment, the Credit Extensions made by it and any Note issued to it, BMO shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent. BMO and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, the Borrower, any of its Subsidiaries and any Person who may do business with or own securities of the Borrower or any such Subsidiary, all as if BMO were not the Agent and without any duty to account therefor to the Lenders.
SECTION iv.Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.
SECTION v.Indemnification. The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower), solely in its capacity as Agent hereunder, ratably according to the respective principal amounts of their respective Outstanding Credit Exposures (or if the Aggregate Outstanding Credit Exposures are zero or if no Credit Extensions are owing to Persons that are not Lenders, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of any Loan Document or any action taken or omitted by the Agent under any Loan Document, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender
45




agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent, solely in its capacity as Agent, in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, any Loan Document, to the extent that the Agent is not reimbursed for such expenses by the Borrower.
SECTION vi.Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.
ARTICLE VIII: MISCELLANEOUS
SECTION i.Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders affected thereby, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase, reinstate or extend the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or rate of interest on, the Outstanding Credit Exposures or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Outstanding Credit Exposures or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Outstanding Credit Exposures, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder (including, without limitation, amending the definition of “Required Lenders”), (f) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied or shared as among the Lenders or Types of Advances, (g) amend any provisions hereunder relating to the pro rata treatment of the Lenders, or (h) amend this Section 8.01; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note.
46




If the Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
SECTION ii.Notices, Etc.
(1)All notices and other communications provided for hereunder shall be in writing or confirmed in writing (including telecopier communication) and mailed, telecopied or delivered, if to the Borrower, at its address at One Energy Plaza, Detroit, MI 48226, Attention: Treasurer; if to any Lender, at its Domestic Lending Office; and if to the Agent, at its address at 3 Times Square, FL 28 New York, NY 10036, Attention: Darren Thomas and Rahul Shah, Reference: DTE Energy, and for compliance reporting, at Email: Rahul.d.shah@bmo.com and Darren.thomas@bmo.com; or, as to the Borrower or the Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Agent. All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received or (ii) sent by telecopier shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient. Notwithstanding the foregoing, all such notices and communications to the Agent pursuant to Article II, III or VII shall not be deemed to have been given until received by the Agent. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof.
(2) Except as otherwise provided in Section 5.01(h), the Borrower shall provide to the Agent all information, documents and other materials that it is obligated to furnish to the Agent pursuant to this Agreement and the other Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a Notice of Borrowing or other request for a new, or a conversion of an existing, Borrowing or other Credit Extension (including any election of an interest rate or Interest Period relating thereto), (ii) relates to the payment of any principal or other amount due hereunder prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default hereunder or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other Credit Extension hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications to the Agent in an electronic/soft medium in a format acceptable to the Agent to: Rahul.d.shah@bmo.com and Darren.thomas@bmo.com or such other electronic mail address as the Agent shall identify to the Borrower. In addition, the Borrower shall continue to provide the Communications to the Agent in the manner specified in this Agreement but only to the extent
47




requested by the Agent. The Borrower further agrees that the Agent may make the Communications available to the Lenders by posting the Communications on Intralinks, or a substantially similar electronic transmission system mutually agreeable to the Agent and the Borrower (the “Platform”). Nothing in this Section 8.02(b) shall prejudice the right of the Agent or any Lender to give any notice or other communication pursuant hereto or to any other Loan Document in any other manner specified herein or therein.
(a)The Agent agrees that the receipt of the Communications by the Agent at its email address set forth in clause (i) above shall constitute effective delivery of the Communications to the Agent for purposes of each Loan Document. The Borrower agrees that email notice to it (at the address provided pursuant to the next sentence and deemed delivered as provided in subclause (iii) below) specifying that Communications have been posted to the Platform shall constitute effective delivery of such Communications to it for purposes of the Loan Documents. The Borrower agrees (A) to notify the Agent in writing (including by electronic communication) from time to time to ensure that the Agent has on record an effective email address for the Borrower to which the foregoing notices may be sent by electronic transmission and (B) that the foregoing notices may be sent to such email address. Each Lender agrees that email notice to it (at the address provided pursuant to the next sentence and deemed delivered as provided in subclause (iii) below) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (A) to notify the Agent in writing (including by electronic communication) from time to time of such Lender’s email address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such email address.
(b)Each party hereto agrees that any electronic communication referred to in this clause (b) shall be deemed delivered upon the posting of a record of such Communication as “sent” in the email system of the sending party or, in the case of any such Communication to the Agent or any Lender, upon the posting of a record of such Communication as “received” in the email system of the Agent or such Lender; provided, however, that if such Communication is received by the Agent or such Lender after the normal business hours of the Agent or such Lender, such Communication shall be deemed delivered at the opening of business on the next Business Day for the Agent or such Lender; provided, further, that in the event that the Agent’s or such Lender’s email system shall be unavailable for receipt of any Communication, Borrower may deliver such Communication to the Agent or such Lender in a manner mutually agreeable to the Agent or such Lender, as applicable, and the Borrower.
(c)The parties hereto acknowledge and agree that the distribution of the Communications and other material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES AS FOLLOWS: (A) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”; (B) THE AGENT PARTIES DO NOT WARRANT THE ACCURACY OR
48




COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS; (C) NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM; AND (D) IN NO EVENT SHALL THE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, THE “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(d)This clause (b) shall terminate on the date that neither BMO nor any of its Affiliates is the Agent under this Agreement.
SECTION iii.No Waiver; Remedies. No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
SECTION iv.Costs and Expenses; Damage Waiver. The Borrower agrees to pay on demand, upon presentation of a statement of account and absent manifest error, all reasonable costs and reasonable expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Document and the other documents to be delivered hereunder and thereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses, and (B) the reasonable fees and reasonable expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under the Loan Documents. The Borrower further agrees to pay on demand all reasonable costs and reasonable expenses of the Agent and the Lenders, if any (including, without limitation, reasonable internal and external counsel fees and expenses, provided such fees and expenses are not duplicative), in connection with the “workout”, restructuring or enforcement (whether through negotiations, legal proceedings or otherwise) of
49




the Loan Documents and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Agent and each Lender in connection with the enforcement of rights under this Section 8.04(a).
(1)The Borrower agrees to indemnify, to the extent legally permissible, and hold harmless the Agent each Lender and each of their Related Parties (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with (i) the Loan Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Credit Extensions or (ii) the actual or alleged presence of Hazardous Materials on any property of the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to the Borrower or any of its Subsidiaries, in each case whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct; provided that upon receipt of notice of any such matter by a representative of the Agent or any Lender, as applicable, having primary responsibility for the relationship between the Borrower and the Agent or such Lender, as applicable, the Agent or such Lender, as applicable, shall promptly notify the Borrower to the extent permitted by applicable law. The Borrower shall have no liability for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld or delayed. The Borrower also agrees not to assert any claim against the Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Credit Extensions.
(2)If any payment or reallocation of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07(d) or (e), 2.09 or 2.11(a), acceleration of the maturity of the Advances pursuant to Section 6.01, or for any other reason, the Borrower shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Credit Extension.
50




(3)Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.10, 2.13 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes.
(4)To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Party (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any of the transactions contemplated in any Loan Document, any Advance or the use of the proceeds thereof.
(5)To the extent permitted by applicable law, none of the Agent or the Lenders shall assert, and each of the Agent and the Lenders hereby waives, any claim against the Borrower on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any of the transactions contemplated in any Loan Document, any Advance or the use of the proceeds thereof; provided that, nothing contained in this paragraph shall limit the Borrower’s reimbursement and indemnity obligations set forth in this Section 8.04. For the avoidance of doubt, all payments to which the Agent and the Lenders are expressly entitled under this Agreement, including without limitation amounts due under Sections 2.10, 2.11 and 2.13, if demanded in accordance with the terms of this Agreement, shall be deemed direct and not consequential damages.
SECTION v.Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Aggregate Outstanding Credit Exposures due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, upon prior notice to the Agent (provided that, the failure to provide such notice shall not affect the validity of such set off), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under the Loan Documents and any Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with Section 2.18(c) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the indebtedness owing to such Defaulting Lender as to which it exercised such right of
51




setoff. Each Lender agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and their respective Affiliates may have.
SECTION vi.Binding Effect. This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Borrower and the Agent and when the Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the Lenders to any Person.
SECTION vii.Assignments, Designations and Participations. Each Lender may (i) with the prior consent of the Agent (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), and (ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and provided, in any event, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) days after having received notice thereof, and which consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund), assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Outstanding Credit Exposures owed to it and any Note or Notes held by it); provided, however, that (A) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (B) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Outstanding Credit Exposure of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (C) each such assignment shall be to an Eligible Assignee, and (D) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500, which fee may be waived by the Agent in its sole discretion if such assignment is to an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and
52




Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
(1)By executing and delivering an Assignment and Assumption, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender.
(2)Upon its receipt of an Assignment and Assumption executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Assumption has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Assumption, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after the Borrower’s receipt of such notice, if requested by the applicable Lender, the Borrower, at its own expense, shall execute and deliver to the Agent in exchange for the surrendered Note a new Note to the order of such Eligible Assignee in an amount equal to the aggregate unused Commitment, if any, and Outstanding Credit Exposure assumed by it pursuant to such Assignment and Assumption and, if the assigning Lender has retained a Commitment and Outstanding Credit Exposure hereunder, if requested by such assigning Lender, a new Note to the order of the assigning Lender in an amount equal to the aggregate unused Commitment, if any, and Outstanding Credit Exposure retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the
53




effective date of such Assignment and Assumption and shall otherwise be in substantially the form of Exhibit A hereto.
(3)The Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses, Commitment and Outstanding Credit Exposure of, and principal amount (and stated interest) of Outstanding Credit Exposure owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
(4)Each Lender may sell participations to one or more banks or other entities, other than an Ineligible Institution, in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Outstanding Credit Exposure owing to it and any Note or Notes held by it); provided, however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment, if any, to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the owner of such Credit Extensions for all purposes of this Agreement, (iv) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would (A) reduce the principal of, or interest on, the Credit Extensions or any fees or other amounts payable hereunder, or (B) increase or reinstate the Commitments, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Aggregate Outstanding Credit Exposures or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. Each participant shall be entitled to the benefits and subject to the exclusions, in each case, as if it were a Lender, of Sections 2.10, 2.11(a) and 2.13 to the same extent as if it were a Lender and had acquired its interest under this Agreement by an assignment made pursuant to this Section 8.07, provided, however, that (i) such participant complies with the requirements of Section 2.13(e) and (ii) in no event shall the Borrower be obligated to make any payment with respect to such Sections that is greater than the amount that the Borrower would have otherwise made had no participations been sold under this Section 8.07(e) (it being understood that the documentation required under Section 2.13(e) shall be delivered to the participating Lender). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in the obligations under this
54




Agreement) except to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
(5)Any Lender may, in connection with any assignment, designation or participation or proposed assignment, designation or participation pursuant to this Section 8.07, disclose to the assignee, designee or participant or proposed assignee, designee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee, designee or participant or proposed assignee, designee or participant shall agree to preserve the confidentiality of any Confidential Information relating to the Borrower received by it from such Lender.
(6)Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or a portion of its rights under this Agreement (including, without limitation, the Outstanding Credit Exposure owing to it and the Note or Notes held by it) in favor of any Person (other than the Borrower or an Affiliate of the Borrower), including, without limitation, any Federal Reserve Bank or any other central bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System, provided that no such security interest shall release such Lender from its obligations hereunder or substitute any such other Person for such Lender as a party hereto.
(7)Notwithstanding anything to the contrary contained herein, any Lender (a “Designating Lender”) may grant to one or more special purpose funding vehicles (each an “SPV”), identified as such in writing from time to time by the Designating Lender to the Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Designating Lender would otherwise be obligated to make to the Borrower or pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Advance, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Designating Lender shall be obligated to make such Advance pursuant to the terms hereof, (iii) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitment, if any, or Outstanding Credit Exposure hereunder and (iv) no SPV or Designating Lender shall be entitled to receive any greater amount under this Agreement than the Designating Lender would have been entitled to receive had the Designating Lender not otherwise granted such SPV the option to provide any Advance to the Borrower. The making of a Advance by an SPV hereunder shall utilize the Commitment of the Designating Lender to the same extent, and as if, such Advance were made by such Designating Lender.
(8)Each party hereto hereby acknowledges and agrees that no SPV shall have the rights of a Lender hereunder, such rights being retained by the applicable Designating Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPV shall have any voting rights hereunder and that the voting rights attributable to any Credit Extension made by an SPV shall be exercised only by the relevant Designating
55




Lender and that each Designating Lender shall serve as the administrative agent and attorney-in-fact for its SPV and shall on behalf of its SPV receive any and all payments made for the benefit of such SPV and take all actions hereunder to the extent, if any, such SPV shall have any rights hereunder. No additional Note shall be required to evidence the Credit Extensions or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note or Notes, if any, as administrative agent for such SPV to the extent of the Credit Extensions or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as administrative agent for such SPV.
(9)Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Designating Lender provides such indemnity or makes such payment; provided, with respect to such agreement by the Borrower that the related Designating Lender shall not be in breach of its obligation to make Credit Extensions to the Borrower hereunder. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Agreement) that prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof; provided, with respect to such agreement by the Borrower that the related Designating Lender shall not be in breach of its obligation to make Credit Extensions to the Borrower hereunder. Notwithstanding the foregoing, the Designating Lender unconditionally agrees to indemnify the Borrower, the Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrower, the Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPV.
(10)In addition, notwithstanding anything to the contrary contained in subsection 8.07(h), (i), (j) or (k) or otherwise in this Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Outstanding Credit Exposure to the Designating Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Outstanding Credit Exposure and (ii) disclose on a confidential basis any non-public information relating to its Outstanding Credit Exposure to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. Subsection 8.07(h), (i), (j) or (k) may not be amended without the written consent of any Designating Lender affected thereby.
SECTION viii.Confidentiality. Neither the Agent or Lender shall disclose any Confidential Information to any other Person without the consent of the Borrower, other than (a) to the Agent’s or such Lender’s Affiliates and each of their Related Parties and, as contemplated by Section 8.07(f), to actual or prospective assignees and participants, and then only on a confidential basis, (b) as required by any law, rule or regulation or judicial process, (c) to any
56




rating agency when required by it, provided that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information relating to the Borrower received by it from the Agent or such Lender, (d) as requested or required by any state, federal or foreign authority or examiner regulating banks, other financial institutions or banking, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) on a confidential basis to any Lender’s direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, (g) subject to an agreement containing provisions substantially the same as those of this Section, (x) to any credit or financial insurance provider in connection with the Borrower’s obligations hereunder, and (y) to any Person that requires such Confidential Information in connection with obtaining CUSIP-based identifiers and (h) information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry.
EACH LENDER ACKNOWLEDGES THAT CONFIDENTIAL INFORMATION FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE PROVIDED TO THE AGENT A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.
SECTION ix.Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION x.Execution in Counterparts; Integration; Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement and any separate letter agreement with
57




respect to fees payable to the Agent or confidential information (the latter of which shall apply solely to information provided prior to the date hereof) constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (other than in connection with a written confirmation of a Notice of Borrowing as set forth in Section 2.02), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION xi.Jurisdiction, Etc. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York, sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.
(1)Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
SECTION xii.Waiver of Jury Trial. Each of the Borrower, the Agent and the Lenders hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Notes or the actions of the Agent or any Lender in the negotiation, administration, performance or enforcement thereof.
SECTION xiii.USA Patriot Act Notification. The following notification is provided to the Borrower pursuant to Section 326 of the PATRIOT Act:
58




IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial services product. What this means for the Borrower: When the Borrower opens an account, the Agent and the Lenders will ask for the Borrower’s name, tax identification number, business address, and other information that will allow the Agent and the Lenders to identify the Borrower. The Agent and the Lenders may also ask to see the Borrower’s legal organizational documents or other identifying documents.
SECTION xiv.Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
SECTION xv.No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document or any syndication of the credit facility provided hereunder), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Agent and the Arranger are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent and the Arranger, and each of their respective Affiliates, on the other hand, (B) it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Agent, the Arranger and the Borrower has been acting under this Agreement and the other Loan Documents as independent contractors and has not been, is not, and will not be acting as an advisor, agent or fiduciary for any other party hereto, any Affiliates of any other party hereto, or any other Person and (B) none of the Agent, the Arranger or the Borrower has any obligation to each other or to their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agent, the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Agent or the Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Agent, the Arranger and the Borrower hereby waive and release any claims that they may have against each other with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each of the Agent and the Lenders acknowledges and agrees that it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.
SECTION xvi.Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any
59




liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(1)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
(2)the effects of any Bail-In Action on any such liability, including, if applicable:
(a)a reduction in full or in part or cancellation of any such liability;
(b)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(c)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
SECTION xvii.Lender ERISA Matters.
(1)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:
(a)such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Credit Extensions, the Commitments or this Agreement;
(b)the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Credit Extensions, the Commitments and this Agreement, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith;
60




(c)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Credit Extensions, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Credit Extensions, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Credit Extensions, the Commitments and this Agreement; or
(d)such other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion, and such Lender.
(2)In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Agent, or the Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Credit Extensions, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Agent under this Agreement or any documents related to hereto or thereto).
Remainder of Page Intentionally Blank


61




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
DTE ENERGY COMPANY
By /s/Edward Solomon  
Name: Edward Solomon
Title: Assistant Treasurer
Borrower’s FEIN: 38-3217752


Signature Page to
DTE Energy
Term Loan Agreement


Agent
BANK OF MONTREAL, as Agent
By: /s/Darren Thomas  
Name: Darren Thomas
Title: Vice President


Signature Page to
DTE Energy
Term Loan Agreement

EXECUTION VERSION
Lenders
BANK OF MONTREAL, CHICAGO BRANCH as Lender
By: /s/Darren Thomas  
Name: Darren Thomas
Title: Vice President




SCHEDULE I
DTE ENERGY COMPANYINITIAL LENDER COMMITMENTS
Name of Initial Lender Commitment
Bank of Montreal, Chicago Branch $166,700,000
TOTAL $166,700,000






EXHIBIT A - FORM OF NOTE
U.S.$  
Dated:  20,__
FOR VALUE RECEIVED, the undersigned, DTE ENERGY COMPANY, a Michigan corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of _________________________ (the “Lender”) for the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below), the principal sum of U.S.$166,700,000 or, if less, the aggregate principal amount of the Advances made by the Lender to the Borrower pursuant to the Term Loan Credit Agreement dated as of June 30, 2020 (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) among the Borrower, the Lender and certain other lenders parties thereto, and Bank of Montreal, as Agent for the Lender and such other lenders outstanding on the Termination Date.
The Borrower promises to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the United States of America to Bank of Montreal, as Agent, at 3 Times Square, FL 28 New York, NY 10036, ABA Number: 071000288, Account Name: Bank of Montreal Chicago Branch, Reference: DTE Energy, in same day funds. Each Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note.
This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.
This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York.

DTE ENERGY COMPANY





By:   Title:

ADVANCES AND PAYMENTS OF PRINCIPAL
Date Amount of Advance Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By




EXECUTION VERSION
EXHIBIT B - FORM OF NOTICE OF BORROWING
Bank of Montreal, as Agent for the Lenders partiesto the Credit Agreement referred to below
3 Times Square
Fl 38
New York, NY 10036Attention: Darren Thomas and Rahul Shah

[Date]
Ladies and Gentlemen:
The undersigned, DTE ENERGY COMPANY, refers to the Term Loan Credit Agreement dated as of June 30, 2020 (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto and Bank of Montreal, as Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the Credit Agreement:
(i) The Business Day of the Proposed Borrowing is _______________, ____.
(ii) The Type of Advances comprising the Proposed Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].
(iii) The aggregate amount of the Proposed Borrowing is $_______________.
(iv) [The initial Interest Period for each Eurodollar Rate Advance made as part of the Proposed Borrowing is _____ month[s].]
(v) [Wire transfer instructions].
The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:
(i) the representations and warranties contained in Section 4.01 of the Credit Agreement are correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; provided, that, the foregoing certification shall not apply to the representations and warranties set forth in (x) the last sentence of Section 4.01(e) of the Credit Agreement, and (y) Section 4.01(f) of the Credit Agreement; and
(ii) after giving effect to the application of the proceeds of all Credit Extensions on such date (together with any other resources of the Borrower applied together therewith), no event has occurred and is continuing, or would result from such




Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Default.

Very truly yours,
By:   Title: [Financial Officer]






EXECUTION VERSION
EXHIBIT C - FORM OF ASSIGNMENT AND ASSUMPTION
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
1. Assignor:  
2. Assignee:  
         [and is an Affiliate/Approved Fund of [identify Lender]1]
3. Borrower(s): DTE Energy Company 
4. Administrative Agent: Bank of Montreal, as the administrative agent under the Credit Agreement
1 Select as applicable.




5. Credit Agreement: The Term Loan Credit Agreement dated as of June 30, 2020 among DTE Energy Company, the Lenders parties thereto, Bank of Montreal, as Administrative Agent, and the other agents parties thereto
6. Assigned Interest:
Aggregate Amount of Commitment/Advances for all Lenders Amount of Commitment/Advances Assigned Percentage Assigned of Commitment/Advances2
$ $ %
$ $ %
$ $ %
Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR
[NAME OF ASSIGNOR]
By:   Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:   Title:
Consented to and Accepted:
Bank of Montreal, as Administrative Agent
By:   Title:
Consented to:
DTE ENERGY COMPANY
2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.





By:   Title:






EXECUTION VERSION
ANNEX I
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1. Representations and Warranties.
1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the




Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.
3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.





EXECUTION VERSION
EXHIBIT D - FORM OF CERTIFICATE BY BORROWER
DTE ENERGY COMPANYOFFICER’S CERTIFICATE
I, Edward Solomon, Assistant Treasurer of DTE ENERGY COMPANY (“DTE Energy” or the “Borrower”), DO HEREBY CERTIFY, pursuant to Section 3.01 of the Term Loan Credit Agreement (the “Credit Agreement”), dated as of June 30, 2020, among DTE Energy, the financial institutions from time to time parties thereto as “Lenders” and Bank of Montreal (“BMO”), as agent for said Lenders, that the terms defined in the Credit Agreement are used herein as therein defined and, further, that:
1. The Effective Date shall be June 30, 2020.
2. The representations and warranties contained in Section 4.01 of the Credit Agreement are true and correct on and as of the date hereof.
3. No event has occurred and is continuing that constitutes a Default.





Dated as of the 30th day of June, 2020.
DTE ENERGY COMPANY
By: _______________________________Name: Edward SolomonTitle: Assistant Treasurer






EXECUTION VERSION
EXHIBIT E-1 - FORM OFOPINION OF SENIOR VICE PRESIDENT AND
CHIEF LEGAL OFFICER TO THE BORROWER
June 30, 2020
To each of the Lenders party to the
Credit Agreement defined below
DTE Energy Company
Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 3.01(h)(v) of the Term Loan Credit Agreement (the “Credit Agreement”), dated as of June 30, 2020, among DTE Energy Company (the “Borrower”), the financial institutions from time to time parties thereto as “Lenders” and Bank of Montreal (the “Agent”), as agent for said Lenders. Terms defined in the Credit Agreement are used herein as therein defined.
I am the Senior Vice President and Chief Legal Officer of the Borrower and have acted as counsel for the Borrower in connection with the preparation, execution and delivery of the Loan Documents.
In that connection, I, in conjunction with the members of my staff, have examined:
(i) Each Loan Document, executed by each of the parties thereto.
(ii) The other documents furnished by the Borrower pursuant to Article III of the Credit Agreement.
(iii) The Restated Articles of Incorporation of the Borrower and all amendments thereto (the “Charter”).
(iv) The Bylaws of the Borrower and all amendments thereto (the “Bylaws”).
(v) A certificate from the State of Michigan attesting to the continued corporate existence and good standing of the Borrower.
In addition, I have examined the originals or copies certified to my satisfaction, of such other corporate records of the Borrower, certificates of public officials and of officers of the Borrower, and agreements, instruments and other documents, as I have deemed necessary as a basis for the opinions expressed below. As to questions of fact material to such opinions, I have, when relevant facts were not independently established by me, relied upon certificates of public officials. I have assumed the due execution and delivery, pursuant to due authorization, of the Credit Agreement by the Lenders and the Agent.




My opinions expressed below are limited to the law of the State of Michigan and the federal law of the United States.
Based upon the foregoing and upon such investigation as I have deemed necessary, I am of the following opinion:
1. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan.
2. The execution, delivery and performance by the Borrower of the Loan Documents to which it is party, and the consummation of the transactions contemplated thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Charter or the Bylaws, (ii) any law, rule or regulation applicable to the Borrower, or (iii) any contractual restriction binding on or affecting the Borrower.
3. No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery, recordation, filing or performance by the Borrower of the Loan Documents to which it is a party.
4. The Credit Agreement has been, and each of the Notes when delivered will have been, duly executed and delivered on behalf of the Borrower.
5. Except as may have been disclosed to you in the SEC Reports, to the best of my knowledge (after due inquiry) there are no pending or overtly threatened actions or proceedings affecting the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purport to affect the legality, validity, or enforceability of any Loan Documents to which the Borrower is a party or the consummation of the transactions contemplated thereby.
6. In a properly presented case, a Michigan court or a federal court sitting in the State of Michigan applying Michigan choice of law rules should give effect to the choice of law provisions of the Loan Documents and should hold that the Loan Documents are to be governed by the laws of the State of New York rather than the laws of the State of Michigan. In rendering the foregoing opinion, I note that by their terms the Loan Documents expressly select New York law as the laws governing their interpretation and that the Loan Documents governed by New York law were delivered by the parties thereto to the Agent in New York. The choice of law provisions of the Loan Documents are not voidable under the laws of the State of Michigan.
7. If, despite the provisions of Section 8.09 of the Credit Agreement, wherein the parties thereto agree that the Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York, a court of the State of Michigan or a federal court sitting in the State of Michigan were to hold that the Loan Documents are governed by, and to be construed in accordance with the laws of the State of Michigan, the Loan Documents would be, under the laws of the State of Michigan, legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.





8. Neither the Borrower nor any of its Subsidiaries is an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended;
The opinions set forth above are subject to the following qualifications:
(a) My opinion in paragraph 7 above as to enforceability is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or laws affecting creditors’ rights generally.
(b) My opinion in paragraph 7 above as to enforceability is subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).
(c) I express no opinion as to participation and the effect of the law of any jurisdiction other than the State of Michigan wherein any Lender may be located or wherein enforcement of the Loan Documents may be sought that limits the rates of interest legally chargeable or collectible.
I am a member of the Bar of the State of Michigan, and do not express any opinion concerning any law other than the law of the State of Michigan and the federal laws of the United States of America.
This opinion letter is rendered to you in connection with the above-described transaction. This opinion letter may not be relied upon by you for any other purpose, or relied upon by any other person or entity without my prior written consent (provided, that this opinion letter may be furnished to and relied upon by a subsequent assignee of, or participant under, the Credit Agreement and a Note, if any, solely for the purpose of such assignment or participation, subject to the assumptions, limitations and qualifications, set forth herein, without any prior written consent). I undertake no duty to inform you or any assignee or participant of events occurring subsequent to the date hereof.
Very truly yours,





EXECUTION VERSION
EXHIBIT E-2 - FORM OFOPINION OF HUNTON ANDREWS KURTH LLP
[ATTACHED]




EXECUTION VERSION
EXHIBIT F - FORM OFCOMPLIANCE CERTIFICATE
COMPLIANCE CERTIFICATE
To: The Lenders parties to theCredit Agreement Described Below
This Compliance Certificate is furnished pursuant to that certain Term Loan Credit Agreement, dated as of June 30, 2020 (as amended or modified from time to time, the “Agreement”) among DTE Energy Company, a Michigan corporation (the “Borrower”), the lenders parties thereto, and Bank of Montreal, as Agent for the lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected ____________ of the Borrower;
2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;
3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and
4. Schedule 1 attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct.
Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:
The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ____ day of ______, _____.
DTE ENERGY COMPANY




By    Name:Title:





EXECUTION VERSION
SCHEDULE 1 TO COMPLIANCE CERTIFICATE
Compliance as of _________, ____ withProvisions of Section 5.01(h) ofthe Agreement
FINANCIAL COVENANT
Ratio of Total Funded Debt to Capitalization (Section 6.01(i)).
(A) Numerator (Total Funded Debt):
(i) Debt for borrowed money or which has been incurred in connection with the acquisition of assets (exclusive of contingent reimbursement obligations in respect of letters of credit and bankers’ acceptances): $
(ii) Minus: Nonrecourse Debt: -$
(iii) Minus: Junior Subordinated Debt: -$
(iv) Minus: Mandatorily Convertible Securities: -$
(v) Minus: Hybrid Equity Securities: -$
(vi) Minus: For any fiscal quarter other than the fiscal quarter ending on June 30, Excluded Short-Term Debt: -$
(vii) Plus: Capital lease obligations: +$
(viii) Plus: Guaranty Obligations of Funded Debt of other Persons: +$
(ix) Numerator: (A)(i) minus (A)(ii) through (A)(vi) plus (A)(vii) plus (A)(viii): $
(B) Denominator (Capitalization):
(i) Total Funded Debt: (A)(ix) $
(ii) Plus: Consolidated Net Worth: +$
(iii) Denominator: (B)(i) plus (B)(ii): $
(C)
State whether the ratio of (A)(ix) to (B)(iii) was not greater than 0.65:1:

(i)  (A)(ix) $
(ii)  (B)(iii) $
(iii)  the ratio of (A)(ix) to (B)(iii) _________
(iv)  the ratio of (A)(ix) to (B)(iii) was not greater than 0.65:1 YES/NO





EXECUTION VERSION
EXHIBIT G – [RESERVED]








EXECUTION VERSION

EXHIBIT H - FORM OFCONVERSION NOTICE
Bank of Montreal, as Agent for the Lenders partiesto the Credit Agreement referred to below
3 Times Square
Fl 38
New York, NY 10036Attention: Darren Thomas and Rahul Shah


CONVERSION NOTICE
Dated ____________ ____, 20___
Reference is made to that certain Term Loan Credit Agreement, dated as of June 30, 2020 (as amended or modified from time to time, the “Credit Agreement”) among DTE Energy Company, a Michigan corporation (the “Borrower”), the lenders parties thereto (the “Lenders”), and Bank of Montreal, as agent for the Lenders (the “Agent”). Unless otherwise defined herein, capitalized terms used in this Conversion Notice have the meanings ascribed thereto in the Credit Agreement.
Pursuant to Section 2.08 of the Credit Agreement, the Borrower hereby gives notice of its intent to Convert the Advances comprising the following Borrowing(s) on dates set forth below:
(a) Date of Borrowing: ____________________Outstanding principal amount of Borrowing: ____________________Current Type (Base Rate/Eurodollar Rate): ____________________Requested Type (Base Rate/Eurodollar Rate): ____________________Interest Period (if converted Type is Eurodollar Rate): ____________________Requested date of Conversion: ____________________
(b) Date of Borrowing: ____________________Outstanding principal amount of Borrowing: ____________________Current Type (Base Rate/Eurodollar Rate): ____________________Requested Type (Base Rate/Eurodollar Rate): ____________________Interest Period (if converted Type is Eurodollar Rate): ____________________Requested date of Conversion: ____________________
IN WITNESS WHEREOF, the Borrower has caused this Conversion Notice to be executed by its officer thereunto duly authorized, as of the date first above written.




DTE ENERGY COMPANY, as the Borrower
By:    Title:    





EXECUTION VERSION
EXHIBIT I - FORM OFPREPAYMENT NOTICE
Bank of Montreal, as Agent for the Lenders partiesto the Credit Agreement referred to below
3 Times Square
Fl 38
New York, NY 10036Attention: Darren Thomas and Rahul Shah

PREPAYMENT NOTICE
Dated ____________ ____, 20___
Reference is made to that certain Term Loan Credit Agreement, dated as of June 30, 2020 (as amended or modified from time to time, the “Credit Agreement”) among DTE Energy Company, a Michigan corporation (the “Borrower”), the lenders parties thereto (the “Lenders”), and Bank of Montreal, as agent for the Lenders (the “Agent”). Unless otherwise defined herein, capitalized terms used in this Prepayment Notice have the meanings ascribed thereto in the Credit Agreement.
Pursuant to Section 2.09 of the Credit Agreement, the Borrower hereby gives notice of its intent to prepay the outstanding principal amount of the Advances relating to the following Borrowing(s) in the following amounts:
1) Date of Borrowing: ____________________Outstanding principal amount of Borrowing: ____________________Type (Base Rate/Eurodollar Rate): ____________________Aggregate principal amount of prepayment: $____________________
2) Date of Borrowing: ____________________Outstanding principal amount of Borrowing: ____________________Type (Base Rate/Eurodollar Rate): ____________________Aggregate principal amount of prepayment: $____________________
IN WITNESS WHEREOF, the Borrower has caused this Prepayment Notice to be executed by its officer thereunto duly authorized, as of the date first above written.
DTE ENERGY COMPANY, as the Borrower
By:   Title:   




Exhibit 31.181
FORM 10-Q CERTIFICATION
I, Gerardo Norcia, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of DTE Energy Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/S/ GERARDO NORCIA Date: July 28, 2020
Gerardo Norcia
President and Chief Executive Officer of DTE Energy Company
   
 



Exhibit 31.182
FORM 10-Q CERTIFICATION
I, David Ruud, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of DTE Energy Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/S/ DAVID RUUD Date: July 28, 2020
David Ruud
Senior Vice President and
Chief Financial Officer of DTE Energy Company
   



Exhibit 31.183
FORM 10-Q CERTIFICATION
I, Gerardo Norcia, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of DTE Electric Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/S/ GERARDO NORCIA Date:   July 28, 2020
Gerardo Norcia
President and Chief Executive Officer of DTE Electric Company
 



Exhibit 31.184
FORM 10-Q CERTIFICATION
I, David Ruud, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of DTE Electric Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/S/ DAVID RUUD Date:   July 28, 2020
David Ruud
Senior Vice President and
Chief Financial Officer of DTE Electric Company
 



Exhibit 32.181
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of DTE Energy Company (the “Company”) for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gerardo Norcia, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 28, 2020 /S/ GERARDO NORCIA
Gerardo Norcia
President and Chief Executive Officer
of DTE Energy Company

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



Exhibit 32.182
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of DTE Energy Company (the “Company”) for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Ruud, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 28, 2020 /S/ DAVID RUUD  
  David Ruud
Senior Vice President and Chief Financial Officer
of DTE Energy Company
 

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



Exhibit 32.183
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of DTE Electric Company (the “Company”) for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gerardo Norcia, certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 28, 2020 /S/ GERARDO NORCIA  
  Gerardo Norcia
President and Chief Executive Officer
of DTE Electric Company
 

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



Exhibit 32.184
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of DTE Electric Company (the “Company”) for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Ruud, certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 28, 2020 /S/ DAVID RUUD  
  David Ruud
Senior Vice President and Chief Financial Officer
of DTE Electric Company
 

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