DTE Energy 2013 Annual Report Download

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Please find the complete 2013 DTE Energy annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

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
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

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
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(Exact name of registrant as specified in its charter)
 
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

(Address of principal executive offices) (Zip Code)
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 
 
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
 o
 o


o


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

Table of contents

  • Page 1
    ... Energy Plaza, Detroit, Michigan (Address of principal executive offices) 48226-1279 (Zip Code) 313-235-4000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Tct: Title of Each Class Name of Each Exchange on Which Registered Common Stock...

  • Page 2
    ... PTRT III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services PTRT...

  • Page 3
    ... 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. A Power Supply Cost Recovery mechanism authoriIed by the MPSC that allows DTE Electric to recover through rates its fuel...

  • Page 4
    1

  • Page 5
    ... of one barrel of oil and/or natural gas liquids to 6 Mcf of natural gas equivalents. Heat value (energy content) of fuel BTU dth/d Decatherms per day Kilowatthour of electricity kWh Mcf MMcf Thousand cubic feet of gas Million cubic feet of gas Megawatt of electricity MW MWh Megawatthour of...

  • Page 6
    ... 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 Customer Choice programs; economic...

  • Page 7
    ... 1.2 million customers throughout Michigan and the sale of storage and transportation capacity. Our other businesses are involved in 1) natural gas pipelines, gathering and storage; 2) power and industrial projects; and 3) energy marketing and trading operations. Our annual reports on Form 10...

  • Page 8
    ...natural gas pipelines, gathering and storage businesses. Power and Industrial Projects is comprised primarily of projects that deliver energy and utility-type products and services to industrial, commercial and institutional customers; produce reduced emissions fuel and sell electricity from biomass...

  • Page 9
    ... following table. The Company's renewable energy generation, principally wind turbines, is described below. Location by Michigan Plant Name Summer Net Rated Capability (a) (MW) County (%) Year in Service Fossil-fueled Steam-Electric Belle River (b) Greenwood St. Clair St. Clair Monroe 1,036...

  • Page 10
    ... assets, conditions of service, accounting and operating-related matters. DTE Electric's MPSC-approved rates charged to customers have historically been designed to allow for the recovery of costs, plus an authoriIed rate of return on our investments. The FERC regulates DTE Electric with respect...

  • Page 11
    ...pressure transportation system to transport the natural gas to storage fields, processing plants, pipeline interconnections or other locations. • • Storage and other - Includes revenues from natural gas storage, appliance maintenance, facility development and other energy-related services. 8

  • Page 12
    ...active meters. We own approximately 2,000 miles of transmission pipelines that deliver natural gas to the distribution districts and interconnect our storage fields with the sources of supply and the market areas. We own storage properties relating to four underground natural gas storage fields with...

  • Page 13
    ..., accounting and operating-related matters. DTE Gas's MPSC-approved rates charged to customers have historically been designed to allow for the recovery of costs, plus an authoriIed rate of return on our investments. DTE Gas operates natural gas storage and transportation facilities in Michigan as...

  • Page 14
    ...-term, fixedprice revenue contracts. Properties The Gas Storage and Pipelines business holds the following property: Property Classification Pipelines % Owned 40% Description Location Vector Pipeline Millennium Pipeline 348-mile pipeline connecting Chicago, Michigan and Ontario market centers...

  • Page 15
    ... of 183 MWs. We own a coalfired power plant currently undergoing conversion to biomass with an in-service date in 2014. The electric output is sold under long term power purchase agreements. We also develop landfill gas recovery systems that capture the gas and provide local utilities, industry and...

  • Page 16
    ... Landfill Gas Recovery AL Electric Generation and Steam Electric Generation CA, MN & WI Various U.S. sites Electric Generation and Landfill Gas REF MI, OK, IL & OH REF Supply 2013 Production Tax Credits Generated (Tllocated to DTE Energy) 2012 (In millions) 2011 REF Power Generation...

  • Page 17
    ...coal marketing and trading, structured transactions, enhancement of returns from DTE Energy's asset portfolio, and optimiIation of contracted natural gas pipeline transportation and storage, and generating capacity positions. Energy Trading also provides natural gas, power and related services which...

  • Page 18
    ... as a result of historical and ongoing utility operations. These other sites include an engineered ash storage facility, electrical distribution substations, gas pipelines, electric generating power plants, and underground and aboveground storage tank locations. Cleanup activities associated with...

  • Page 19
    ...Changes to Michigan's electric Customer Choice program could negatively impact our financial performance. The State of Michigan currently experiences a hybrid market, where the MPSC continues to regulate electric rates for our customers, while alternative electric suppliers charge market-based rates...

  • Page 20
    ... access to natural gas supplies is critical to ensure reliability of service for our utility gas customers. Our non-utility businesses are also dependent upon supplies and prices of energy commodities and services. Price fluctuations, fuel supply disruptions and changes in transportation costs could...

  • Page 21
    ... tax credits from coke production, landfill gas recovery, biomass fired electric generation, reduced emission fuel, renewable energy generation and gas production operations. All production tax credits taken after 2011 are subject to audit by the Internal Revenue Service (IRS). If our production tax...

  • Page 22
    ...follow the economic cycles of the customers we serve and credit risk of counterparties we do business with. Should national or regional economic conditions deteriorate, reduced volumes of electricity and gas, and demand for energy services we supply, collections of accounts receivable, reductions in...

  • Page 23
    ... the New Source Review notification requirements. On September 3, 2013, the EPA caused to be 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...

  • Page 24
    Item 4. Mine Safety Disclosures Not applicable. 21

  • Page 25
    ...'s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange, which is the principal market for such stock. The following table indicates the reported high and low sales prices of our common stock on the Composite...

  • Page 26
    ... vesting of restricted stock. COMPTRISON OF CUMULTTIVE FIVE YETR TOTTL RETURN Total Return To Shareholders (Includes reinvestment of dividends) Tnnual Return Percentage Year Ended December 31 Company/Index 2009 2010 2011 2012 14.90 16.00 2013 14.89 32.39 17.88 DTE Energy Company 30.08 9.06...

  • Page 27
    ... Discussion and Analysis in Item 7 of this Report and Notes to the Consolidated Financial Statements in Item 8 of this Report. 2013 Operating Revenues Net Income Tttributable to DTE Energy Company Income from continuing operations (a) $ $ 2012 9,661 2011 2010 2009 (In millions, except per share...

  • Page 28
    ... 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...

  • Page 29
    ... operations, position us well for long-term growth. Looking forward, we will focus on several areas that we expect will improve future performance: electric and gas customer satisfaction; electric reliability; rate competitiveness and affordability; regulatory stability and investment recovery...

  • Page 30
    ... the operating performance and future outlook of our segments. 2013 Net Income (Loss) Tttributable to DTE Energy by Segment: Electric $ 484 2012 (In millions) 2011 $ 483 115 $ 434 110 Gas Gas Storage and Pipelines 143 70 66 61 57 38 52 23 714 Power and Industrial Projects Energy Trading...

  • Page 31
    ... $59 million in 2012. The decrease in 2013 is primarily due to lower employee benefit expenses of $90 million, lower power plant generation expenses of $14 million and reduced low income energy assistance of $12 million, partially offset by higher restoration and line clearance expenses of $19...

  • Page 32
    ... outcome of regulatory proceedings, benefit plan design changes, investment returns and changes in discount rate assumptions in benefit plans and health care costs, and uncertainty of legislative or regulatory actions regarding climate change and electric customer choice. We expect to continue our...

  • Page 33
    ... plan design changes, and investment returns and changes in discount rate assumptions in benefit plans and health care costs. We expect to continue our efforts to improve productivity and decrease our costs while improving customer satisfaction with consideration of customer rate affordability. GAS...

  • Page 34
    ... and institutional customers; produce reduced emissions fuel (REF) and sell electricity from biomass-fired energy projects. Power and Industrial Projects results are discussed below: 2013 Operating Revenues Operation and Maintenance Depreciation and AmortiIation $ 2012 (In millions) 2011 1,950...

  • Page 35
    ... natural gas, power and related services, which may include the management of associated storage and transportation contracts on the customers' behalf, and the supply or purchase of renewable energy credits to various customers. Energy Trading results are discussed below: 2013 Operating Revenues...

  • Page 36
    .... Energy Trading also provides natural gas, power and related services, which may include the management of associated storage and transportation contracts on the customers' behalf under FERC Asset Management Arrangements, and the supply or purchase of renewable energy credits to various customers...

  • Page 37
    ... shale areas of Texas. See Note 7 of the Notes to Consolidated Financial Statements. CTPITTL RESOURCES TND LIQUIDITY Cash Requirements We use cash to maintain and expand our electric and natural gas utilities and to grow our non-utility businesses, retire and pay interest on long-term debt and pay...

  • Page 38
    ...the Power and Industrial Projects acquisition of fourteen on-site energy projects, partially offset by the proceeds from the sale of the Unconventional Gas Production business. Cash used for Financing Activities We rely on both short-term borrowing and long-term financing as a source of funding for...

  • Page 39
    ... additional investments primarily in our Gas Storage and Pipelines and Power and Industrial Projects segments. We may be impacted by the timing of collection or refund of our various recovery and tracking mechanisms as a result of timing of MPSC orders. Energy prices are likely to be a source of...

  • Page 40
    ... sale of electricity, natural gas, coal, capacity, storage and other energy-related products and services. Certain of these contracts contain provisions which allow the counterparties to request that the Company post cash or letters of credit in the event that the senior unsecured debt rating of DTE...

  • Page 41
    ... environment, Moody's upgraded DTE Energy's unsecured debt rating from 'Baa2' to 'Baa1' and upgraded the secured debt rating of DTE Electric and DTE Gas from 'A2' to 'A1'. In August 2013, S&P raised the credit outlook from 'stable' to 'positive' for DTE Energy, DTE Electric, and DTE Gas pointing to...

  • Page 42
    ...control premium (the price in excess of a stock's market price that investors typically pay to gain control of an entity). The results of the test and key estimates that were incorporated are as follows. As of October 1, 2013 Valuation Date: Fair Value Reduction Reporting Unit Electric Goodwill (In...

  • Page 43
    ... compensation increases, employee age, length of service, the anticipated rate of increase of health care costs, benefit plan design changes and the level of benefits provided to employees and retirees. Pension and other postretirement benefit costs attributed to the segments are included with labor...

  • Page 44
    ... design changes, favorable retiree medical utiliIation trends, greater than expected returns, a higher discount rate, lower amortiIation of net actuarial losses and modestly lower assumed long-term retiree medical inflation. Our health care trend rate for pre-65 participants assumes 7.5% for 2014...

  • Page 45
    ..., pipeline transportation, renewable energy credits and storage assets. See Notes 3 and 4 of the Notes to Consolidated Financial Statements in Item 8 of this Report. The tables below do not include the expected earnings impact of non-derivative natural gas storage, transportation, certain power...

  • Page 46
    ... its market price risk related to storage sales revenue primarily through the sale of long-term storage contracts. The Company is exposed to short-term cash flow or liquidity risk as a result of the time differential between actual cash settlements and regulatory rate recovery. Our Gas Storage and...

  • Page 47
    ... 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 our exposure...

  • Page 48
    ...$ $ $ (1) Gas contracts Power contracts 3 (5) 260 4 (247) Interest rate risk Foreign currency exchange risk (291) Long-term debt - - - - - - - - Forward contracts Commodity contracts Discount rates For further discussion of market risk, see Note 4 of the Notes to Consolidated Financial...

  • Page 49
    ...12. Income Taxes Note 13. Common Stock Note 14. Earnings Per Share Note 15. Long-Term Debt Note 16. Preferred and Preference Securities Note 17. Short-Term Credit Arrangements and Borrowings Note 18. Capital and Operating Leases Note 19. Commitments and Contingencies Note 20. Retirement Benefits and...

  • Page 50
    ... participation of DTE Energy's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2013, which is the end of...

  • Page 51
    REPORT OF INDEPENDENT REGISTERED PUBLIC TCCOUNTING FIRM To the Board of Directors and Shareholders of DTE Energy Company In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of DTE Energy Company and...

  • Page 52
    DTE Energy Company Consolidated Statements of Operations Year Ended December 31 2013 Operating Revenues Operating Expenses $ 2012 (In millions, except per share amounts) 9,661 2011 $ 8,791 3,296 2,892 995 332 (3) $ 8,858 3,537 2,612 977 310 1 Fuel, purchased power and gas Operation and ...

  • Page 53
    DTE Energy Company Consolidated Statements of Comprehensive Income Year Ended December 31, 2013 Net income $ 668 2012 (In millions) 2011 $ 618 $ 720 Other comprehensive income (loss), net of tax: Benefit obligations, net of taxes of $13, $(1) and $(5) 22 2 (2) (2) 1 1 (9) Net ...

  • Page 54
    ...Interest (net of interest capitaliIed) Income taxes Supplemental disclosure of non-cash information $ $ 418 $ $ 438 173 $ $ 485 (205) 121 Common stock issued for employee benefit and compensation plans $ $ 293 329 $ $ 155 $ $ 15 Plant and equipment expenditures in accounts payable 235...

  • Page 55
    See Notes to Consolidated Financial Statements 51

  • Page 56
    DTE Energy Company Consolidated Statements of Financial Position December 31 2013 (In millions) 2012 TSSETS Current Tssets Cash and cash equivalents Restricted cash, principally SecuritiIation Accounts receivable (less allowance for doubtful accounts of $55 and $62, respectively) Customer Other...

  • Page 57
    DTE Energy Company Consolidated Statements of Financial Position - (Continued) December 31 2013 LITBILITIES TND EQUITY Current Liabilities 2012 (In millions, except shares) Accounts payable $ 962 90 $ 848 93 107 Accrued interest Dividends payable Short-term borrowings 116 131 898 240 ...

  • Page 58
    ... stock to pension plan Foreign currency translation, net of tax Benefit obligations, net of tax - - - 81 $ (2) 22 2 - $ 22 2 68 $ Net change in unrealiIed losses on investments, net of tax Stock-based compensation, distributions to noncontrolling interests and other Balance, December 31, 2013...

  • Page 59
    ... 1.2 million customers throughout Michigan and the sale of storage and transportation capacity; and Other businesses involved in 1) natural gas pipelines, gathering and storage; 2) power and industrial projects; and 3) energy marketing and trading operations. • DTE Electric and DTE Gas are...

  • Page 60
    ...these long-term purchase contracts. In 2001, DTE Electric financed a regulatory asset related to Fermi 2 and certain other regulatory assets through the sale of rate reduction bonds by a wholly-owned special purpose entity, SecuritiIation. DTE Electric performs servicing activities including billing...

  • Page 61
    ...the day-ahead, real-time and FTR markets and net transactions across all MISO energy market locations. In any single hour DTE Electric records net purchases in Fuel, purchased power and gas and net sales in Operating revenues on the Consolidated Statements of Operations. Energy Trading participates...

  • Page 62
    ...for-sale securities, the Company's interest in other comprehensive income of equity investees, which comprise the net unrealiIed gains and losses on investments, changes in benefit obligations, consisting of deferred actuarial losses, prior service costs and transition amounts related to pension and...

  • Page 63
    ... cost of utility properties retired is charged to accumulated depreciation. Expenditures for maintenance and repairs are charged to expense when incurred, except for Fermi 2. Utility property at DTE Electric and DTE Gas is depreciated over its estimated useful life using straight-line rates approved...

  • Page 64
    ... and Sales Taxes The Company records the billing of excise and sales taxes as a receivable with an offsetting payable to the applicable taxing authority, with no net impact on the Consolidated Statements of Operations. Deferred Debt Costs The costs related to the issuance of long-term debt are...

  • Page 65
    ... $21 million for the years ended December 31, 2013, 2012 and 2011, respectively. The DTE Energy Foundation is a non-consolidated not-for-profit private foundation, the purpose of which is to contribute to and assist charitable organiIations and does not serve a direct business or political purpose...

  • Page 66
    ...) Net Assets (liabilities) at the end of the period Tssets: (9) 789 493 490 1,266 Current Noncurrent...life insurance investments. (d) Available-for-sale equity securities of $7 million at December 31, 2013 and $5 million at December 31, 2012 are included in Other investments on the Consolidated...

  • Page 67
    ... commodity market prices, broker quotes, interest rates, credit ratings, default rates, market-based seasonality and basis differential factors. DTE Energy monitors the prices that are supplied by brokers and pricing services and may use a supplemental price source or change the primary price source...

  • Page 68
    DTE Energy Company Notes to Consolidated Financial Statements - (Continued) The following tables present the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis for the years ended December 31, 2013 and 2012: Year Ended December 31, 2013 Natural ...

  • Page 69
    ... values are derived. DTE Energy also selectively corroborates the fair value of its transactions by comparison of market-based price sources. Discounted cash flow analyses based upon estimated current borrowing rates are also used to determine fair value when quoted market prices are not available...

  • Page 70
    ...nuclear decommissioning trust funds: Year Ended December 31 2013 RealiIed gains $ $ $ 2012 (In millions) 2011 83 (41) $ $ $ 37 (31) $ $ $ 46 (38) 833 RealiIed losses Proceeds from sales of securities 1,118 759 RealiIed gains and losses from the sale of securities for the Fermi 2 and the...

  • Page 71
    ... include natural gas inventory, pipeline transportation contracts, renewable energy credits and natural gas storage assets. Electric - DTE Electric generates, purchases, distributes and sells electricity. DTE Electric uses forward energy contracts to manage changes in the price of electricity and...

  • Page 72
    ...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...

  • Page 73
    ... 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. The Company had issued letters of credit of approximately $19 million and $63 million at December 31, 2013 and 2012, respectively, which could...

  • Page 74
    ... Location of Gain (Loss) Recognized in Income on Derivatives December 31 2013 (In millions) 2012 Foreign currency exchange contracts Commodity Contracts: Operating Revenue Operating Revenue $ (1) $ - (29) Natural Gas Natural Gas Electricity (48) (44) Fuel, purchased power and gas...

  • Page 75
    ...could be requested fluctuates based on commodity prices (primarily natural gas, power and coal) and the provisions and maturities of the underlying transactions. As of December 31, 2013 , DTE Energy's contractual obligation in the form of cash or letter of credit in the event of a downgrade to below...

  • Page 76
    ...closing date. The pro forma results of operations have not been presented for DTE Energy because the effects of the acquisition were not material to our consolidated results of operations. NOTE 7 - DISCONTINUED OPERTTIONS Sale of Unconventional Gas Production Business In December 2012, the Company...

  • Page 77
    ... 3.4% in 2013 and 3.3% in 2012 and 2011. The composite depreciation rate for DTE Gas was 2.4% in 2013 and 2012, and 2.3% in 2011. The average estimated useful life for each major class of utility property, plant and equipment as of December 31, 2013 follows: Estimated Useful Lives in Years Utility...

  • Page 78
    ...in two power plants, Belle River and Ludington Hydroelectric Pumped Storage. DTE Electric's share of direct expenses of the jointly owned plants are included in Fuel, purchased power and gas and Operation and maintenance expenses in the Consolidated Statements of Operations. Ownership information of...

  • Page 79
    ..., net on the Consolidated Statements of Operations. In October 2011, the MPSC approved DTE Electric's request for a reduction to the nuclear decommissioning surcharge under the assumption that it would request an extension of the Fermi 2 license for an additional 20 years beyond the term of...

  • Page 80
    ... treated as revenue or expense in non-regulated businesses. Continued applicability of regulatory accounting treatment requires that rates be designed to recover specific costs of providing regulated services and be charged to and collected from customers. Future regulatory changes or changes in the...

  • Page 81
    ...Asset retirement obligation - This obligation is primarily for Fermi 2 decommissioning costs. The asset captures the timing differences between expense recognition and current recovery in rates and will reverse over the remaining life of the related plant. (a) • Recoverable Michigan income taxes...

  • Page 82
    ... DTE Gas's rate case required the RDM be discontinued effective November 1, 2012. The order provided for a new RDM, which began in November 2013. • Choice incentive mechanism (CIM) - DTE Electric receivable for non-fuel revenues lost as a result of fluctuations in electric Customer Choice sales...

  • Page 83
    ... after remand supports the authoriIed cost recovery. 2010 Electric Rate Case Filing - Court of Appeals Decision In July 2013, the COA issued a decision relating to an appeal of the October 2011 MPSC order in DTE Electric's October 2010 rate case filing. The COA found that the record of evidence...

  • Page 84
    ... result in energy savings for each customer class. In May 2013, DTE Electric and DTE Gas filed separate applications for approval of their respective reconciliations of their 2012 EO plan expenses. DTE Electric's EO reconciliation included a cumulative $26 million net over-recovery and DTE Gas's EO...

  • Page 85
    ... customers. Certain intervenors in the reconciliation case have challenged the recovery of up to $32 million of the Fermi-related purchased power costs. Resolution of this matter is expected in 2014. 2012 Gas Rate Case Filing DTE Gas filed a rate case on April 20, 2012 based on a projected test year...

  • Page 86
    ... of surcharges during the billing months of April 2013 through March 2014. In May 2013, DTE Gas filed an application with the MPSC for approval of its RDM reconciliation for the period July 1, 2012 through October 31, 2012. DTE Gas's RDM application proposed the recovery of a net under-recovery of...

  • Page 87
    ... indefinitely as alternative minimum tax credits. The majority of the production tax credits earned in prior years but not utiliIed, including all of those from our synfuel projects, were generated from projects that had received a private letter ruling (PLR) from the Internal Revenue Service (IRS...

  • Page 88
    DTE Energy Company Notes to Consolidated Financial Statements - (Continued) The Company has state deferred tax assets related to net operating loss and credit carry-forwards of $ 43 million and $37 million at December 31, 2013 and 2012, respectively. The state net operating loss and credit carry-...

  • Page 89
    ...Statements - (Continued) NOTE 13 - COMMON STOCK Common Stock During 2013 and 2012, the Company contributed the following amounts of DTE Energy Common stock to the DTE Energy Company Affiliates Employee Benefit Plans Master Trust: Date Number of Shares Price Per Share Tmount (In millions) March 12...

  • Page 90
    ... 31: 2013 Basic Earnings per Share 2012 (In millions, expect per share amounts) 2011 Net income attributable to DTE Energy Company Average number of common shares outstanding $ 661 $ 610 171 1 $ 711 175 169 1 Weighted average net restricted shares outstanding Dividends declared - common...

  • Page 91
    ... DEBT Long-Term Debt The Company's long-term debt outstanding and weighted average interest rates (a) of debt outstanding at December 31 were: 2013 (In millions) 2012 Mortgage bonds, notes, and other DTE Energy Debt, Unsecured 6.1% due 2014 to 2033 DTE Electric Taxable Debt, Principally Secured...

  • Page 92
    ... DTE Electric DTE Electric DTE Electric March March April April SecuritiIation Bonds 6.42% 5.30% Various 2013 2030 2013 2013 2013 2013 2013 2030 $ 88 51 13 60 300 Tax Exempt Revenue Bonds (a) Other Long-Term Debt DTE Gas DTE Energy DTE Electric DTE Electric DTE Electric DTE Electric Senior...

  • Page 93
    ... at the end of the second quarter, certain DTE Gas short-term debt. "CapitaliIation" means the sum of (a) total funded debt plus (b) "consolidated net worth," which is equal to consolidated total stockholders' equity of the Company and its consolidated subsidiaries (excluding pension effects under...

  • Page 94
    ...the Company has an energy services agreement, a portion of which is accounted for as a capital lease. The agreement expires in 2019, with a three or five year renewal option. The components of the net investment in the capital leases at December 31, 2013 , were as follows: (In millions) 2014 $ 2015...

  • Page 95
    ... the New Source Review notification requirements. On September 3, 2013, the EPA caused to be 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...

  • Page 96
    ... opacity of air emissions from 2007-2012 at those facilities. The suit asks that the court enjoin DTE Energy and DTE Electric from operating the power plants except in complete compliance with applicable laws and permit requirements, pay civil penalties, conduct beneficial environmental mitigation...

  • Page 97
    ... area includes DTE Energy facilities in southwest Detroit and areas of Wayne County. Preliminary modeling runs by the MDEQ suggest that emission reductions may be required by significant sources of sulfur dioxide emissions in these areas, including DTE Electric power plants and our Michigan coke...

  • Page 98
    ... 2014, the settlement agreement was extended through 2016. The federal government continues to maintain its legal obligation to accept spent nuclear fuel from Fermi 2 for permanent storage. Issues relating to long-term waste disposal policy and to the disposition of funds contributed by DTE Electric...

  • Page 99
    ... plan. In January 2014, the DOE submitted such a proposal to Congress that will take effect in 90 legislative calendar days, absent legislative action to the contrary. Simultaneously, the DOE filed a petition for rehearing of the November 2013 decision with the COA. DTE Electric continues to pay...

  • Page 100
    ... 31, 2013, the Company was party to numerous long-term purchase commitments relating to a variety of goods and services required for the Company's business. These agreements primarily consist of fuel supply commitments, renewable energy contracts and energy trading contracts. The Company estimates...

  • Page 101
    ... benefit retirement plan. In its place, the Company will annually contribute an amount equivalent to 4% (8% for certain DTE Gas represented employees) of an employee's eligible pay to the employee's defined contribution retirement savings plan. The Company's policy is to fund pension costs by...

  • Page 102
    ...assets and funded status of the plans as well as the amounts recogniIed as prepaid pension cost or pension liability in the Consolidated Statements of Financial Position at December 31: 2013 (In millions) 2012 4,068 Tccumulated benefit obligation, end of year Change in projected benefit obligation...

  • Page 103
    DTE Energy Company Notes to Consolidated Financial Statements - (Continued) Assumptions used in determining the projected benefit obligation and net pension costs are listed below: 2013 Projected benefit obligation 2012 2011 Discount rate Rate of compensation increase Net pension costs 4.95% 4....

  • Page 104
    ... certain short-term fixed income securities and money market investments that are managed in separate accounts or commingled funds. Pricing for investments in this category are obtained from quoted prices in actively traded markets or valuations from brokers or pricing services. This category...

  • Page 105
    ...significant transfers between Level 2 and Level 1 in the years ended December 31, 2013 and 2012. Other Postretirement Benefits The Company provides certain other postretirement health care and life insurance benefits for employees who are eligible for these benefits. The Company's policy is to fund...

  • Page 106
    DTE Energy Company Notes to Consolidated Financial Statements - (Continued) 2013 (In millions) 2012 Other changes in plan assets and TPBO recognized in Regulatory assets (liabilities) and Other comprehensive income Net actuarial gain AmortiIation of net actuarial loss Prior service credit ...

  • Page 107
    ... and net other postretirement benefit costs are listed below: 2013 Tccumulated postretirement benefit obligation 2012 2011 Discount rate 4.95% 4.15% 7.00% 5.00% 2021 5.00% 7.00% 5.00% 2020 / Health care trend rate pre- and post- 65 Ultimate health care trend rate 7.506.50% 4.50% Year in...

  • Page 108
    ... certain short-term fixed income securities and money market investments that are managed in separate accounts or commingled funds. Pricing for investments in this category are obtained from quoted prices in actively traded markets or valuations from brokers or pricing services. This category...

  • Page 109
    ...prices. Additionally, DTE Energy selectively corroborates the fair values of securities by comparison of market-based price sources. Fair Value Measurements Using Significant Unobservable Inputs (Level 3): Year Ended December 31, 2013 Hedge Funds and Similar Investments Year Ended December 31, 2012...

  • Page 110
    ... compensation, the employee's contribution rate and, in some cases, years of credited service. The cost of these plans was $ 41 million, $37 million, and $35 million in each of the years 2013, 2012, and 2011, respectively. NOTE 21 - STOCK-BTSED COMPENSTTION The Company's stock incentive program...

  • Page 111
    .... Stock award activity for the years ended December 31 was: 2013 Fair value of awards vested (in millions) Restricted common shares awarded $ 8 2012 2011 $ $ $ 9 167,320 53.71 12 $ $ $ 13 127,785 $ $ 381,840 47.98 12 Weighted average market price of shares awarded Compensation cost charged...

  • Page 112
    ...; and (ii) the closing stock price market value. The settlement of the award is based on the closing price at the settlement date. The Company recorded compensation expense for performance share awards as follows: 2013 Compensation expense $ $ $ 2012 (In millions) 2011 77 9 56 $ $ $ 71...

  • Page 113
    ... 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: 2013 Electric $ 2012 (In...

  • Page 114
    ... to Consolidated Financial Statements - (Continued) Net Income (Loss) Tttributable to DTE Energy Company Operating Revenue Depreciation, Depletion & Tmortization Interest Income Interest Expense Income Taxes (In millions) Total Tssets Goodwill Capital Expenditures 2012 Electric $ 5,293...

  • Page 115
    ... Quarter Year (In millions, except per share amounts) 2013 Operating Revenues Operating Income $ $ $ $ $ 2,516 410 $ $ $ $ $ 2,225 $ $ $ $ $ 2,387 329 198 $ $ $ $ $ 2,533 241 124 0.70 0.70 $ $ $ $ $ 9,661 223 105 0.60 0.60 1,203 661 Net Income Attributable to DTE Energy Company 234...

  • Page 116
    ... Relationships and Related Transactions, and Director Independence Item 14. Principal Tccountant Fees and Services Information required by Part III (Items 10, 11, 12, 13 and 14) of this Form 10-K is incorporated by reference from DTE Energy's definitive Proxy Statement for its 2014 Annual Meeting of...

  • Page 117
    ...exhibits listed below refer to "The Detroit Edison Company" and "Michigan Consolidated Gas Company" and were effective prior to the change to DTE Electric Company and DTE Gas Company, respectively, effective January 1, 2013. Amended and Restated Articles of Incorporation of DTE Energy Company, dated...

  • Page 118
    ... DTE Energy Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-275 to Form 8-K dated October 1, 2012) (2012 Series C 5.25% Junior Subordinated Debentures due 2062) 4(b) Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison...

  • Page 119
    ...of August 1, 2010, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between The Detroit Edison Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (Exhibit 4-269 to Detroit Edison's Form 10-Q for the quarter ended September 30, 2010). (2010 Series B) 115

  • Page 120
    ...Exhibit 4-279 to Detroit Edison's Form 10-Q for the quarter ended June 30, 2012). (2012 Series A and B) Supplemental Indenture, dated as of March 15, 2013, to the Mortgage and Deed of Trust dated as of October 1, 1924, between DTE Electric Company and The Bank of New York Mellon, N.A., as successor...

  • Page 121
    ...Detroit Edison's Form 10-Q for the quarter ended September 30, 2010). (2010 Series A 4.89% Senior Notes due 2020) 4(d) Indenture dated as of June 1, 1998 between Michigan Consolidated Gas Company and Citibank, N.A., as trustee, related to Senior Debt Securities (Exhibit 4-1 to Michigan Consolidated...

  • Page 122
    ... for the year ended December 31, 2012). (2012 Series D Collateral Bonds) 10(a) Form of Indemnification Agreement between DTE Energy Company and each of Gerard M. Anderson, Steven E. Kurmas, David E. Meador, Gerardo Norcia, Peter B. Oleksiak, Bruce D. Peterson, and non-employee Directors (Exhibit 10...

  • Page 123
    118

  • Page 124
    ... Detroit Edison Company Supplemental Long-Term Disability Plan, dated January 27, 1997 (Exhibit 10-4 to Form 10-K for the year ended December 31, 1996). Description of Executive Life Insurance Plan (Exhibit 10-47 to Form 10-Q for the quarter ended June 30, 2002). DTE Energy Affiliates Nonqualified...

  • Page 125
    ... to DTE Energy Company's and DTE Electric Company's Form 8-K filed on April 9, 2013). 10(v) Form of Change-in-Control Agreement, dated as of November 8, 2007, between DTE Energy Company and each of Gerard M. Anderson, Steven E. Kurmas, David E. Meador, Gerardo Norcia and Bruce D. Peterson (Exhibit...

  • Page 126
    ... Company Master Plan Trust between DTE Energy Corporate Services, LLC and DTE Energy Investment Committee and JP Morgan Chase Bank, N.A., dated as of October 15, 2010. 32-87 32-88 (iii) Exhibits furnished herewith: Chief Executive Officer Section 906 Form 10-K Certification of Periodic Report...

  • Page 127
    DTE Energy Company Schedule II - Valuation and Qualifying Tccounts Year Ending December 31, 2013 Tllowance for Doubtful Tccounts (shown as deduction from Tccounts Receivable in the Consolidated Statements of Financial Position) 2012 (In millions) 2011 Balance at Beginning of Period $ 62 $ ...

  • Page 128
    ..., thereunto duly authoriIed. DTE ENERGY COMPANY (Registrant) By /s/ GERARD M. ANDERSON Gerard M. Anderson Chairman of the Board and Chief Executive Officer Date: February 14, 2014 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the...

  • Page 129
    EXHIBIT 4-282 DTE ENERGY COMPANY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., TRUSTEE _____ SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 1, 2013 _____ SUPPLEMENTING THE AMENDED AND RESTATED INDENTURE DATED AS OF APRIL 9, 2001 PROVIDING FOR 2013 SERIES F 3.85% SENIOR NOTES DUE 2023 1

  • Page 130
    ... 1st day of November, 2013, between DTE ENERGY COMPANY, a corporation organized and existing under the laws of the State of Michigan (the "Company"), and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee"); WHEREAS, the Company has heretofore executed and delivered...

  • Page 131
    ... as Depositary for such Global Note or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either such case, the Company does not appoint a successor Depositary within 90 days thereafter, (ii) the Company executes and delivers to the Trustee...

  • Page 132
    ... of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at the close of...

  • Page 133
    ... and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute...

  • Page 134
    ... executed, all as of the day and year first above written. DTE ENERGY COMPANY By: /d/Daniel G.. Brudzynski Name: Daniel G. Brudzynski Title: Vice President and Treasurer ATTEST: By: /s/Lisa A. Muschong Name: Lisa A. Muschong Title: Corporate Secretary THE BANK OF NEW YORK MELLON TRUST COMPANY...

  • Page 135
    .... CUSIP NO._____ NO DTE ENERGY COMPANY 2013 SERIES F 3.85% SENIOR NOTES DUE 2023 DTE ENERGY COMPANY, a corporation duly organized and existing under the laws of the State of Michigan (herein referred to as the "Company", which term includes any successor Person under the Indenture hereinafter...

  • Page 136
    ... of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at the close of...

  • Page 137
    ... Note that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity with the remaining term of this Note. "Comparable Treasury Price" means, with respect to any Optional Redemption Date...

  • Page 138
    Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the Optional Redemption Date to the Holder hereof at its registered address. If money sufficient to pay the applicable Redemption Price with respect to the principal amount of and accrued interest on ...

  • Page 139
    ... Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent duly executed by the registered Holder hereof...

  • Page 140
    ... to any benefit under the Indenture or be valid or obligatory for any purpose. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to...

  • Page 141
    IN WITNESS WHEREOF, the Company has caused this Instrument to be duly executed. DTE ENERGY COMPANY By: _____ Name: Title: Date: Attest: By: _____ Name: Title: A-7

  • Page 142
    CERTIFICATE OF AUTHENTICATION This is one of the Notes described in the within mentioned Indenture. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee By _____ Authorized Signatory Date: A-8

  • Page 143
    ...(s) unto (Please insert Social Security or Other Identifying Number of Assignee) (Please print or type name and address, including zip code of assignee) the within Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorneys to transfer the within Note on...

  • Page 144
    ... JULY 15, 1989 WHICH BECAME EFFECTIVE ON APRIL 1, 1994 DTE GAS COMPANY formerly known as Michigan Consolidated Gas Company TO CITIBANK, N.A., TRUSTEE DATED AS OF DECEMBER 1, 2013 CREATING THREE ISSUES OF FIRST MORTGAGE BONDS, DESIGNATED AS 2013 SERIES C BONDS 2013 SERIES D BONDS 2013 SERIES E BONDS

  • Page 145
    ... AS "2013 SERIES E BONDS" 28 SECTION 1 28 SECTION 2 28 SECTION 3 30 SECTION 4 37 SECTION 5 39 ARTICLE IV ISSUE OF BONDS39 ARTICLE V THE TRUSTEE40 ARTICLE VI RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 1, 201340 ARTICLE VII RECORDING OF AFFIDAVIT OF FACTS AFFECTING REAL...

  • Page 146
    ..., 2013, between DTE GAS COMPANY, formerly known as Michigan Consolidated Gas Company, a corporation duly organized and existing under and by virtue of the laws of the State of Michigan (hereinafter called the "Company"), having its principal place of business at One Energy Plaza, Detroit, Michigan...

  • Page 147
    ...(Secured Term Notes, Series B) 8¼% Bonds due 2014 2012 Series D First Mortgage Bonds $ $ 80,000,000 70,000,000 $ $ 80,000,000 70,000,000 Collateral Bonds (Senior Notes) 5.70% Collateral Bonds due 2033 2004 Series E Collateral Bonds 2008 Series B Collateral Bonds 2008 Series C Collateral Bonds...

  • Page 148
    ...the City of New York, New York, and the place where such interest shall be payable shall be the office or agency of the Company in said Borough of Manhattan, the City of New York, New York. The 2013 Series C Bonds shall have such other terms as set forth in the form of 2013 Series C Bond provided in...

  • Page 149
    ... to pay the applicable the 2013 Series C Redemption Price with respect to the 2013 Series C Bonds to be redeemed on the applicable 2013 Series C Redemption Date, together with accrued interest to the 2013 Series C Redemption Date, is deposited with the Trustee on or before the related 2013 Series...

  • Page 150
    ...: [FORM OF DTE GAS COMPANY 3.64% FIRST MORTGAGE BONDS 2013 SERIES C DUE 2023] PPN: No. R-___ $_____ THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT...

  • Page 151
    ...15, 2023 Interest Payment Dates: June 15 and December 15 of each year, beginning June 15, 2014. Interest Rate: 3.64% per annum DTE GAS COMPANY (hereinafter called the "Company"), a corporation of the State of Michigan, for value received, hereby promises to pay to _____, or registered assigns, the...

  • Page 152
    ...the option of the Company, subject to such surrender where applicable, (A) by check mailed to the address of the person entitled thereto as such address shall appear in the bond register of the Trustee maintained for such purpose or (B) by wire transfer at such place and to such account at a banking...

  • Page 153
    ... any incorporator, stockholder, director or officer, past, present or future, of the Company, as such, or any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law...

  • Page 154
    ... Life and (2) the most recently issued, actively traded on-the-run, benchmark U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Bond...

  • Page 155
    .... The Make-Whole Amount shall be determined by the Company two Business Days prior to the applicable Redemption Date and the Company shall deliver to holders of the Bonds and to the Trustee a certificate of a senior financial officer specifying the calculation of such Make-Whole Amount as of...

  • Page 156
    ... the terms of the Indenture. In the event of redemption of the Bonds in part only, a new Bond or Bonds for the unredeemed portion will be issued in the name or names of the holders thereof upon the surrender or cancellation thereof. If money sufficient to pay the applicable Redemption Price with...

  • Page 157
    ... FROM REGISTRATION UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY...

  • Page 158
    ... City of New York, New York, for registered bonds of the same aggregate principal amount and other terms, but of different authorized denomination or denominations, such exchanges to be made without service charge (except for any stamp tax or other governmental charge). When 2013 Series C Bonds are...

  • Page 159
    ... conditions, one or more temporary 2013 Series C Bonds, in registered form, of any denomination specified in the written order of the Company for the authentication and delivery thereof, and with such omissions, insertions and variations as may be determined by the Board of Directors of the Company...

  • Page 160
    ...the City of New York, New York, and the place where such interest shall be payable shall be the office or agency of the Company in said Borough of Manhattan, the City of New York, New York. The 2013 Series D Bonds shall have such other terms as set forth in the form of 2013 Series D Bond provided in...

  • Page 161
    ... to pay the applicable the 2013 Series D Redemption Price with respect to the 2013 Series D Bonds to be redeemed on the applicable 2013 Series D Redemption Date, together with accrued interest to the 2013 Series D Redemption Date, is deposited with the Trustee on or before the related 2013 Series...

  • Page 162
    ...: [FORM OF DTE GAS COMPANY 3.74% FIRST MORTGAGE BONDS 2013 SERIES D DUE 2025] PPN: No. R-___ $_____ THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT...

  • Page 163
    ...delay). "Business Day" means any day other than a day on which banking institutions in the State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close. Payment of principal of, Make-Whole Amount, if any, and interest on the bonds of this series...

  • Page 164
    mailed to the address of the person entitled thereto as such address shall appear in the bond register of the Trustee maintained for such purpose or (B) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at ...

  • Page 165
    ... any incorporator, stockholder, director or officer, past, present or future, of the Company, as such, or any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law...

  • Page 166
    ..., actively traded on-the-run, benchmark U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Bond. "Remaining Average Life" means, with...

  • Page 167
    ... the terms of the Indenture. In the event of redemption of the Bonds in part only, a new Bond or Bonds for the unredeemed portion will be issued in the name or names of the holders thereof upon the surrender or cancellation thereof. If money sufficient to pay the applicable Redemption Price with...

  • Page 168
    ... to be executed under its name with the signature of its duly authorized Officer, under its corporate seal, which may be a facsimile, attested with the signature of its Corporate Secretary. Dated: DTE GAS COMPANY By:_____ Attest: By:_____ CERTIFICATE OF AUTHENTICATION The bonds represented by...

  • Page 169
    ... City of New York, New York, for registered bonds of the same aggregate principal amount and other terms, but of different authorized denomination or denominations, such exchanges to be made without service charge (except for any stamp tax or other governmental charge). When 2013 Series D Bonds are...

  • Page 170
    ... set forth above. Every 2013 Series D Bond so surrendered shall be accompanied by a proper transfer power duly executed by the registered owner or by a duly authorized attorney transferring such 2013 Series D Bond to the Company, and the signature to such transfer power shall be guaranteed to the...

  • Page 171
    ...the City of New York, New York, and the place where such interest shall be payable shall be the office or agency of the Company in said Borough of Manhattan, the City of New York, New York. The 2013 Series E Bonds shall have such other terms as set forth in the form of 2013 Series E Bond provided in...

  • Page 172
    ... Amount shall be determined by the Company two Business Days prior to the applicable 2013 Series E Redemption Date and the Company shall deliver to holders of the 2013 Series E Bonds and to the Trustee a certificate of a senior financial officer specifying the calculation of such MakeWhole Amount...

  • Page 173
    ...: [FORM OF DTE GAS COMPANY 3.94% FIRST MORTGAGE BONDS 2013 SERIES E DUE 2028] PPN: No. R-___ $_____ THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT...

  • Page 174
    ..., 2028 Interest Payment Dates: June 15th and December 15 of each year, beginning June 15, 2014. Interest Rate: 3.94% per annum DTE GAS COMPANY (hereinafter called the "Company"), a corporation of the State of Michigan, for value received, hereby promises to pay to _____, or registered assigns, the...

  • Page 175
    ...the option of the Company, subject to such surrender where applicable, (A) by check mailed to the address of the person entitled thereto as such address shall appear in the bond register of the Trustee maintained for such purpose or (B) by wire transfer at such place and to such account at a banking...

  • Page 176
    ... any incorporator, stockholder, director or officer, past, present or future, of the Company, as such, or any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law...

  • Page 177
    ... on the Bond is payable) equal to the Reinvestment Yield with respect to such Called Principal. "Reinvestment Yield" means, with respect to the Called Principal of a Bond, 0.5% (50 basis points) plus the yield to maturity implied by (i) the yields reported, as of 10:00 a.m. (New York City time) on...

  • Page 178
    ..., actively traded on-the-run, benchmark U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Bond. "Remaining Average Life" means, with...

  • Page 179
    ... the terms of the Indenture. In the event of redemption of the Bonds in part only, a new Bond or Bonds for the unredeemed portion will be issued in the name or names of the holders thereof upon the surrender or cancellation thereof. If money sufficient to pay the applicable Redemption Price with...

  • Page 180
    ... to be executed under its name with the signature of its duly authorized Officer, under its corporate seal, which may be a facsimile, attested with the signature of its Corporate Secretary. Dated: DTE GAS COMPANY By:_____ Attest: By:_____ CERTIFICATE OF AUTHENTICATION The bonds represented by...

  • Page 181
    ... City of New York, New York, for registered bonds of the same aggregate principal amount and other terms, but of different authorized denomination or denominations, such exchanges to be made without service charge (except for any stamp tax or other governmental charge). When 2013 Series E Bonds are...

  • Page 182
    ... by a proper transfer power duly executed by the registered owner or by a duly authorized attorney transferring such 2013 Series E Bond to the Company, and the signature to such transfer power shall be guaranteed to the satisfaction of the Trustee. All 2013 Series E Bonds so surrendered shall...

  • Page 183
    ... between the Company and the Trustee and has been filed in the Office of the Secretary of State of Michigan as a financing statement on December 11 2012 (Filing No. 2012171682-7) and has been recorded as a real estate mortgage in the offices of the respective Register of Deeds of certain counties in...

  • Page 184
    ...Deeds Oceana County Register of Deeds Ogemaw County Register of Deeds Osceola County Register of Deeds Oscoda County Register of Deeds Otsego County Register of Deeds Ottawa County Register of Deeds Presque Isle County Register of Deeds Roscommon County Register of Deeds St. Clair County Register of...

  • Page 185
    ...Operating Officer, was given pursuant to MCL 565.451a to give notice of the fact that pursuant to a joint resolution of the Company's sole shareholder and its board of directors, the Company amended its articles of incorporation effective January 1, 2013 to change its name from MICHIGAN CONSOLIDATED...

  • Page 186
    ... is intended, or shall be construed, to give to any person or corporation, other than the parties hereto and the holders of Bonds issued and to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture, or under any...

  • Page 187
    ... acknowledged before me this 1st day of December, 2013, by Donald J. Goshorn, as Assistant Treasurer, of DTE Gas Company, a Michigan corporation, on behalf of the corporation. /s/Jennifer Evans Jennifer Evans Notary Public, Wayne County, MI Acting in Wayne County, MI My Commission Expires: December...

  • Page 188
    ... of: /s/Louis Piscitelli Name: Louis Piscitelli Vice President /s/Karen Schluter Name: Karen Schluter Vice President State of New York } } ss. County of New York } The foregoing instrument was acknowledged before me this 1st day of December, 2013, by Wafaa Orfy, as Vice President of Citibank...

  • Page 189
    This instrument was drafted by: Dana Pierre-Louis One Energy Plaza, 688WCB Detroit, MI 48226 When recorded return to: Jennifer Evans One Energy Plaza, 688WCB Detroit, MI 48226 46

  • Page 190
    Exhibit 12-56 DTE Energy Company Computation of Ratio of Earnings to Fixed Charges Year Ended December 31 (Millions of Dollars) 2013 2012 2011 2010 2009 Earnings: Pretax earnings $ 904 $ 1,035 (4) $ 989 6 520 $ 968 1 $ 778 4 572 Adjustments Fixed Charges Net earnings $ (8) 461 463 $ ...

  • Page 191
    ...DTE ENERGY COMPANY DTE Energy Company's principal subsidiaries as of December 31, 2013 are listed below. All other subsidiaries, if considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary. Subsidiary State of Incorporation 1. DTE Electric Company Michigan...

  • Page 192
    ... of DTE Energy Company of our report dated nebruary 14, 2014 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this norm 10 â€'K. /s/ PricewaterhouseCoopers LLP Detroit, Michigan nebruary 14, 2014

  • Page 193
    ... whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /S/ GERARD M. ANDERSON Gerard M. Anderson Chairman of the Board and Chief Executive Officer of DTE Energy Company Date: February 14, 2014

  • Page 194
    ..., whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /S/ PETER B. OLEKSIAK Peter B. Oleksiak Senior Vice President and Chief Financial Officer of DTE Energy Company Date: February 14, 2014

  • Page 195
    ... 906 OF THE SARIANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of DTE Energy Company (the "Company") for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gerard M. Anderson, certify, pursuant to 18...

  • Page 196
    ... the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 14, 2014 /S/ PETER B. OLEKSIAK Peter B. Oleksiak Senior Vice President and Chief Financial Officer of DTE Energy Company A signed...

  • Page 197
    ..., 2013, ("Effective Date") in the following respects for plan name change: 1. All references to the Detroit Edison Company Savings & Stock Ownership Plan for Employees Represented by Local 223 of the Utility Workers Union of America in the Agreement shall be removed and replaced with DTE Electric...

  • Page 198
    ... caused this Amendment to be executed by their respective duly authorized officers as of the day and year written below. JPMORGAN CHASE BANK, N.A. By: /s/Gerard T. Reilly, Jr. Name: Gerard T. Reilly, Jr. Title: Assistant Vice President DTE ENERGY CORPORATE SERVICES, LLC By: /s/Lisa A. Muschong...

  • Page 199
    3

  • Page 200
    Exhibit 99-56 SECOND AMENDMENT TO THE AMENDMENT AND RESTATEMENT OF THE MASTER TRUST AGREEMENT FOR THE DTE ENERGY COMPANY MASTER PLAN TRUST

  • Page 201
    ... into as of the date executed bh and between DTE Energh Corporate Services, LLC (the "Emploher"), DTE Energh Investment Committee (the "Plan Administrator") and JPMorgan Chase Bank, N.A. ("Trustee"). Recitals A. 15, 2010. The Emploher, the Plan Administrator and the Trustee previouslh entered...

  • Page 202
    DTE ENERGY CORPORATE ERVICES, LLC "Emploher" Bh /s/Paul B. Cavazos Its Assistant Treasurer and Chief Investment Officer Date: 9/26/2013 DTE ENERGY INVESTMENT COMMITTEE "Plan Administrator" Bh /s/Paul B. Cavazos Its Solelh In His Capacith As Secretarh of the DTE Energh Investment Committee Date: 9/...

  • Page 203
    Schedule C Amendment and Restatement of the Master Trust Agreement for the DTE Energh Companh Master Plan Trust INVESTMENT ANALYTICS & CONSULTING AGREEMENT BETWEEN DTE ENERGY CORPORATE SERVICES, LLC, DTE ENERGY INVESTMENT COMMITTEE, AND JPMORGAN CHASE BANK, N.A DM3\2598412.13 E1412/00145

  • Page 204
    ...Manhattan Plaza, New York, New York 10081 ("J.P. Morgan"); and DTE ENERGY CORPORATE SERVICES, LLC and DTE ENERGY INVESTMENT COMMITTEE (collectivelh, "Customer "). WHEREAS (A) (B) The Customer acts as Sponsor, Investment Manager, Investor, Trust or similar capacith to certain Plans and/or Funds The...

  • Page 205
    ... or the selection of anh investment managers for the Accounts. 3.2 J.P. Morgan has no duth to advise the Customer as to the purchase or sale of anh Securities or to monitor the performance of the Securities, save for the purpose of producing the Reports. 3.3 Neither J.P. Morgan nor anh third...

  • Page 206
    ... of anh such act, legal constraint, malfunction of equipment (including, without limitation, computer or related software), failure of or the effect of rules or operations of anh funds or securities transfer shstem or anh pricing service or agench, inabilith to obtain information from third parties...

  • Page 207
    ... jurisdiction of the courts of the State of New York. The parties further herebh knowinglh, voluntarilh and intentionallh waive, to the fullest extent permitted bh applicable law, anh right to a trial bh jurh with respect to anh such lawsuit or judicial proceeding arising or relating to this...

  • Page 208
    ...registered mail or hand deliverh to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address...provisions of this Agreement are held invalid, illegal or unenforceable in anh respect on the ...person who is not a parth to this Agreement...

  • Page 209
    ...shall provide the reports detailed in this Schedule C-1 to the recipient designated bh the Customer, which is J.P. Morgan Retirement Plan Services LLC ("RPS"), via email on a monthlh basis: • Performance Measurement - Calculated Monthlh, Reported Monthlh - Total Fund Level Performance Measurement...

  • Page 210
    SCHEDULE C-2 Fees As provided bh Section 5 of this Agreement, J.P. Morgan will charge fees as set forth in the Fee Schedule dated September 30, 2013, as such Fee Schedule mah be amended from time to time. 7

  • Page 211
    Schedule D Amendment and Restatement of the Master Trust Agreement for the DTE Energy Company Master Plan Trust Accounting Services Rider Bet e ACCOUNTING SERVICES RIDER Between DTE ENERGY CORPORATE SERVICES, LLC, DTE ENERGY INVESTMENT COMMITTEE and JP MORGAN CHASE BANK, N.A. DERGY CORPORATE ...

  • Page 212
    ... for the DTE Energy Company Master Plan Trust (each a "Fund"). J.P. Morgan is willing to do so, under the terms and conditions set forth in this Accounting Services Rider (this "Rider"). 1. Services Provided . (a) J.P. Morgan will provide the accounting services set forth in Schedule D-1 to this...

  • Page 213
    ... of the Customer or in the case of an ERISA plan, the participant recordkeeper (the "Recordkeeper"), J.P. Morgan may make a uniform change on any Valuation Day (as defined in Schedule D-3 to this Rider) in the value of all outstanding units of a Fund, either by creating a larger number of smaller...

  • Page 214
    ..., including electronic transmissions, from Customer and its officers and directors, investors, investment managers, agents and other service providers which J.P. Morgan reasonably believes to be genuine and authorized, and the Indemnified Persons shall be indemnified by Customer for any Liabilities...

  • Page 215
    ...following accounting reports for each Fund: _ X_ _ X_ _ X_ _ X_ open. Monthly Financial Report Annual Financial Report Annual ERISA Report The Net Asset Value per unit for the agreed upon daily accounts will be provided each business day when the respective markets are Accounting Services Rider...

  • Page 216
    SCHEDULE D-2 FEES AND EXPENSES Fees for services under this Rider are set forth in the Fee Schedule dated September 30, 2013, as such Fee Schedule may be amended from time to time

  • Page 217
    ... the Fund's units with respect to any Valuation Day as of the close of business of the New York Stock Exchange on that day, or at such other time on which J.P. Morgan and Customer may agree. Valuation Rules Except as otherwise expressly agreed by Customer and J.P. Morgan, the value of securities or...

  • Page 218
    ... reported in accordance with this Schedule D-3 to Accounting Services Rider for all purposes under this Agreement, as well as any requirements of the Financial Accounting Standards Board or Governmental Accounting Standards Board. (d) The Customer acknowledges that reported prices of securities...

  • Page 219
    ... which this Schedule D-4 to Accounting Services Rider is attached shall have the same meaning herein as in the Trust Agreement. "Basis Point" or "bps" means 0.0001 or 0.01% of net assets. "Fund" shall mean those accounts maintained under the Trust Agreement with respect to which the Customer wishes...

  • Page 220
    General Principles a. The process described in this Schedule D-4 shall be a comprehensive analysis encompassing all known errors. If there is... in isolation without taking into consideration the previously corrected errors. Accounting Services Rider - February 2011 DM3\2598412.13 E1412/00145 Page 7

  • Page 221
    ...by the Fund; or (v) the value of any securities or other property held in any Investment Alternative provided by the investment manager of such Investment Alternative Correction procedures for Non-Unitized Master Trust Accounts (Defined Benefit and Non-Participant-Directed Defined Contribution Plan...

  • Page 222
    ... J.P. Morgan or the Customer determines that the Net Fund Loss would be reduced (after taking into account the reprocessing and notification costs) if the processes set forth in Subsections 5(d) and (f) of this Schedule were followed Accounting Services Rider - February 2011 DM3\2598412.13 E1412...

  • Page 223
    ...Fund will distribute the amount of the original underpayment on behalf of the Plan. If the participant account benefit equals or exceeds $25, the Customer will make good faith efforts to recover the overpayment from the participant (or other distributee). Accounting Services Rider - February 2011...

  • Page 224
    Schedule E Amendment and Restatement of the Master Trust Agreement for the DTE Energy Company Master Plan Trust Cash Allocation and Rebalancing Services (J. P. MORGAN CARSsm) Rider Between DTE ENERGY CORPORATE SERVICES, LLC, DTE ENERGY INVESTMENT COMMITTEE and JP MORGAN CHASE BANK, N.A.

  • Page 225
    ... with Minimum/Maximum Trade Amounts. "Annual Cap" means an amount equal to the annual fees pahable to J.P. Morgan for the Services. "Fund" means an investment alternative under the Plan for which J.P. Morgan is retained bh the Customer to provide the Services. "Underlying Fund" means anh of the...

  • Page 226
    ... expands the threshold for trading before a rebalance occurs. (b) Other capitalized terms used in this Rider shall have the meaning set forth in the Agreement. 2. Allocation Service [Check if applicable x and initial ___] (a) In cases where cash is credited to a Fund, J.P. Morgan shall allocate...

  • Page 227
    ... the Guidelines for rebalancing;. 4. Compliance with Underlying Fund Rules To the extent applicable to the Underlhing Funds, the Customer shall (i) be responsible for compliance bh the trust and plan participants with Rule 22c-2 under the Investment Companh Act of 1940, (ii) cause anh recordkeeper...

  • Page 228
    8. Applicability of the Agreement This Rider shall be governed bh the terms and conditions of the Agreement, except to the extent specificallh provided bh this Rider. 9. Effective Date; Term This Rider shall be effective as of September 30, 2013. This Rider shall continue in effect unless ...

  • Page 229
    Schedule E-1A: Initial Cash Allocation as of September 30, 2013

  • Page 230
    Schedule E-1B: Target Allocation-Rebalanced Monthly, First of the Month

  • Page 231
    Schedule E-1C: Tolerances CONFIDENTIAL AND PROPRIETARY INFORMATION

  • Page 232
    Schedule E-1D: Minimum Trade Amounts CONFIDENTIAL AND PROPRIETARY INFORMATION

  • Page 233
    Schedule E-1E: Maximum Trade Amounts CONFIDENTIAL AND PROPRIETARY INFORMATION

  • Page 234
    FEE SCHEDULE CONFIDENTIAL AND PROPRIETARY INFORMATION

  • Page 235