0000936340-20-000171.txt : 20200428 0000936340-20-000171.hdr.sgml : 20200428 20200428105230 ACCESSION NUMBER: 0000936340-20-000171 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 117 CONFORMED PERIOD OF REPORT: 20200331 FILED AS OF DATE: 20200428 DATE AS OF CHANGE: 20200428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DTE ENERGY CO CENTRAL INDEX KEY: 0000936340 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 383217752 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11607 FILM NUMBER: 20823044 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 3132354000 MAIL ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: DETROIT STATE: MI ZIP: 48226 FORMER COMPANY: FORMER CONFORMED NAME: DTE HOLDINGS INC DATE OF NAME CHANGE: 19950127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DTE Electric Co CENTRAL INDEX KEY: 0000028385 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 380478650 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-02198 FILM NUMBER: 20823043 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 313-235-8652 MAIL ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: DETROIT STATE: MI ZIP: 48226 FORMER COMPANY: FORMER CONFORMED NAME: DETROIT EDISON CO DATE OF NAME CHANGE: 19920703 10-Q 1 dteenergy2020033110q.htm 10-Q Document
false--12-31Q1202000009363400000028385P15Y0.50P2MP10Y800000091000000460000009000000043000000110000000.951.01101040000000040000000040000000040000000019220853313863232419261188213863232419220853313863232419261188213863232425000000200000010000000100000010000004000000P9MP1YP1YP1YP1YP9MP1YP1YP1YP1YP9MP1YP1YP1YP1Y0.85 0000936340 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember 2020-01-01 2020-03-31 0000936340 2020-03-31 0000936340 dte:DTEElectricMember 2020-03-31 0000936340 dte:SeriesE20175.25JuniorSubordinatedDebenturesDue2077Member 2020-01-01 2020-03-31 0000936340 dte:SeriesF20166.00JuniorSubordinatedDebenturesDue2076Member 2020-01-01 2020-03-31 0000936340 us-gaap:CommonStockMember 2020-01-01 2020-03-31 0000936340 dte:SeriesC20125.25JuniorSubordinatedDebenturesDue2062Member 2020-01-01 2020-03-31 0000936340 dte:SeriesB20165.375JuniorSubordinatedDebenturesDue2076Member 2020-01-01 2020-03-31 0000936340 2019-01-01 2019-03-31 0000936340 2019-12-31 0000936340 2018-12-31 0000936340 2019-03-31 0000936340 us-gaap:CommonStockMember 2019-12-31 0000936340 us-gaap:CommonStockMember 2020-03-31 0000936340 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-03-31 0000936340 us-gaap:RetainedEarningsMember 2019-12-31 0000936340 us-gaap:RetainedEarningsMember 2020-03-31 0000936340 us-gaap:CommonStockMember 2020-01-01 2020-03-31 0000936340 us-gaap:NoncontrollingInterestMember 2020-03-31 0000936340 us-gaap:NoncontrollingInterestMember 2020-01-01 2020-03-31 0000936340 us-gaap:RetainedEarningsMember 2020-01-01 2020-03-31 0000936340 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-03-31 0000936340 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0000936340 us-gaap:NoncontrollingInterestMember 2019-12-31 0000936340 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-03-31 0000936340 us-gaap:CommonStockMember 2019-01-01 2019-03-31 0000936340 us-gaap:CommonStockMember 2018-12-31 0000936340 us-gaap:CommonStockMember 2019-03-31 0000936340 us-gaap:NoncontrollingInterestMember 2018-12-31 0000936340 us-gaap:NoncontrollingInterestMember 2019-03-31 0000936340 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0000936340 us-gaap:RetainedEarningsMember 2019-01-01 2019-03-31 0000936340 us-gaap:RetainedEarningsMember 2019-01-01 0000936340 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 0000936340 2019-01-01 0000936340 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-03-31 0000936340 us-gaap:NoncontrollingInterestMember 2019-01-01 2019-03-31 0000936340 us-gaap:RetainedEarningsMember 2019-03-31 0000936340 us-gaap:RetainedEarningsMember 2018-12-31 0000936340 dte:DTEElectricMember 2019-01-01 2019-03-31 0000936340 dte:DTEElectricMember 2019-12-31 0000936340 dte:DTEElectricMember 2019-03-31 0000936340 dte:DTEElectricMember 2018-12-31 0000936340 dte:DTEElectricMember us-gaap:AdditionalPaidInCapitalMember 2019-03-31 0000936340 dte:DTEElectricMember us-gaap:CommonStockMember 2018-12-31 0000936340 dte:DTEElectricMember us-gaap:CommonStockMember 2019-03-31 0000936340 dte:DTEElectricMember us-gaap:RetainedEarningsMember 2019-01-01 2019-03-31 0000936340 dte:DTEElectricMember us-gaap:RetainedEarningsMember 2019-03-31 0000936340 dte:DTEElectricMember us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0000936340 dte:DTEElectricMember us-gaap:RetainedEarningsMember 2018-12-31 0000936340 dte:DTEElectricMember us-gaap:CommonStockMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:RetainedEarningsMember 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:AdditionalPaidInCapitalMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:RetainedEarningsMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:CommonStockMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:RetainedEarningsMember 2020-03-31 0000936340 us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember 2020-03-31 0000936340 us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember 2019-12-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiarySGGRestrictedMember 2020-01-01 2020-03-31 0000936340 stpr:WV dte:MidstreamNaturalGasAssetsMember 2020-03-31 0000936340 dte:NEXUSPipelineMember 2020-03-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiarySGGRestrictedMember 2019-12-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiarySGGRestrictedMember 2020-03-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiaryOtherRestrictedMember 2020-03-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiaryRestrictedMember 2020-03-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiaryRestrictedMember 2019-12-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiaryOtherRestrictedMember 2019-12-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiarySGGRestrictedMember 2019-05-01 2019-12-31 0000936340 us-gaap:TradeAccountsReceivableMember 2020-01-02 2020-03-31 0000936340 dte:DTEElectricMember 2020-01-01 0000936340 2020-01-02 2020-03-31 0000936340 dte:DTEElectricMember 2020-01-02 2020-03-31 0000936340 dte:OtherFinancingReceivablesMember 2020-01-02 2020-03-31 0000936340 2020-01-01 0000936340 us-gaap:TradeAccountsReceivableMember 2020-03-31 0000936340 us-gaap:TradeAccountsReceivableMember 2020-01-01 0000936340 dte:OtherFinancingReceivablesMember 2020-03-31 0000936340 dte:OtherFinancingReceivablesMember 2020-01-01 0000936340 dte:DTEElectricMember srt:ParentCompanyMember 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember srt:ParentCompanyMember 2019-01-01 2019-03-31 0000936340 dte:DTEElectricandDTEGasMember 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember srt:ParentCompanyMember 2019-12-31 0000936340 srt:MinimumMember 2020-01-01 2020-03-31 0000936340 srt:MaximumMember 2020-01-01 2020-03-31 0000936340 us-gaap:UnbilledRevenuesMember 2020-01-01 2020-03-31 0000936340 us-gaap:AccountingStandardsUpdate201802Member us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 0000936340 dte:DTEElectricMember srt:ParentCompanyMember 2020-03-31 0000936340 dte:DTEElectricMember dte:FinanceLeaseReceivableMember dte:InternalGradeTwoMember 2020-03-31 0000936340 dte:FinanceLeaseReceivableMember dte:InternalGradeTwoMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:NotesReceivableMember dte:InternalGradeOneMember 2020-03-31 0000936340 dte:FinanceLeaseReceivableMember dte:InternalGradeOneMember 2020-03-31 0000936340 us-gaap:NotesReceivableMember dte:InternalGradeOneMember 2020-03-31 0000936340 us-gaap:NotesReceivableMember dte:InternalGradeTwoMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:NotesReceivableMember 2020-03-31 0000936340 dte:FinanceLeaseReceivableMember 2020-03-31 0000936340 us-gaap:NotesReceivableMember 2020-03-31 0000936340 dte:DTEElectricMember dte:FinanceLeaseReceivableMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:NotesReceivableMember dte:InternalGradeTwoMember 2020-03-31 0000936340 dte:DTEElectricMember dte:FinanceLeaseReceivableMember dte:InternalGradeOneMember 2020-03-31 0000936340 us-gaap:AccountingStandardsUpdate201802Member us-gaap:RetainedEarningsMember 2019-01-01 0000936340 dte:DTESustainableGenerationMember dte:HeritageSustainableEnergyRenewableEnergyProjectOneMember dte:ElectricMember 2019-09-12 0000936340 dte:DTESustainableGenerationMember dte:HeritageSustainableEnergyRenewableEnergyProjectOneMember us-gaap:CustomerContractsMember dte:ElectricMember 2019-09-12 0000936340 dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2019-12-04 2019-12-04 0000936340 dte:SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMember us-gaap:CustomerContractsMember dte:PowerAndIndustrialProjectsMember 2020-02-18 2020-02-18 0000936340 dte:DTESustainableGenerationMember srt:MaximumMember dte:HeritageSustainableEnergyRenewableEnergyProjectOneMember us-gaap:CustomerContractsMember dte:ElectricMember 2019-09-12 2019-09-12 0000936340 dte:DTESustainableGenerationMember srt:MinimumMember dte:HeritageSustainableEnergyRenewableEnergyProjectOneMember us-gaap:CustomerContractsMember dte:ElectricMember 2019-09-12 2019-09-12 0000936340 dte:M5LouisianaGatheringLLCMember us-gaap:CustomerRelationshipsMember dte:GasStorageAndPipelinesMember 2019-12-04 0000936340 dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2019-12-31 0000936340 dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2019-12-05 2019-12-31 0000936340 dte:M5LouisianaGatheringLLCMember us-gaap:CustomerRelationshipsMember dte:GasStorageAndPipelinesMember 2019-12-04 2019-12-04 0000936340 dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2020-03-31 0000936340 dte:DTESustainableGenerationMember dte:HeritageSustainableEnergyRenewableEnergyProjectOneMember dte:ElectricMember 2019-09-12 2019-09-12 0000936340 dte:SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMember dte:PowerAndIndustrialProjectsMember 2020-02-18 2020-02-18 0000936340 us-gaap:CommonStockMember dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2019-12-31 0000936340 dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2019-12-04 0000936340 dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2020-01-01 2020-03-31 0000936340 dte:DTESustainableGenerationMember dte:HeritageSustainableEnergyRenewableEnergyProjectTwoMember dte:ElectricMember 2020-01-01 2020-01-31 0000936340 dte:LongTermDebtOtherMember dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2019-12-31 0000936340 dte:SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMember dte:PowerAndIndustrialProjectsMember 2020-02-18 0000936340 dte:SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMember us-gaap:CustomerContractsMember dte:PowerAndIndustrialProjectsMember 2020-02-18 0000936340 2022-01-01 2020-03-31 0000936340 2023-01-01 2020-03-31 0000936340 2020-03-31 0000936340 2024-01-01 2020-03-31 0000936340 2025-01-01 2020-03-31 0000936340 2021-01-01 2020-03-31 0000936340 2020-04-01 2020-03-31 0000936340 dte:PowerAndIndustrialProjectsMember 2019-01-01 2019-03-31 0000936340 dte:GasStorageAndPipelinesMember 2019-01-01 2019-03-31 0000936340 dte:IntermediateTransportationMember dte:GasMember 2019-01-01 2019-03-31 0000936340 dte:OtherMember dte:ElectricMember 2019-01-01 2019-03-31 0000936340 dte:ElectricMember 2019-01-01 2019-03-31 0000936340 dte:EndUserTransportationMember dte:GasMember 2020-01-01 2020-03-31 0000936340 dte:IntermediateTransportationMember dte:GasMember 2020-01-01 2020-03-31 0000936340 dte:GasMember 2020-01-01 2020-03-31 0000936340 dte:CommercialMember dte:ElectricMember 2020-01-01 2020-03-31 0000936340 dte:EnergyTradingMember 2019-01-01 2019-03-31 0000936340 dte:OtherMember dte:GasMember 2020-01-01 2020-03-31 0000936340 dte:EnergyTradingMember 2020-01-01 2020-03-31 0000936340 dte:OtherMember dte:ElectricMember 2020-01-01 2020-03-31 0000936340 dte:IndustrialMember dte:ElectricMember 2019-01-01 2019-03-31 0000936340 dte:EndUserTransportationMember dte:GasMember 2019-01-01 2019-03-31 0000936340 dte:GasSalesMember dte:GasMember 2020-01-01 2020-03-31 0000936340 dte:GasSalesMember dte:GasMember 2019-01-01 2019-03-31 0000936340 dte:ResidentialMember dte:ElectricMember 2020-01-01 2020-03-31 0000936340 dte:CommercialMember dte:ElectricMember 2019-01-01 2019-03-31 0000936340 dte:ResidentialMember dte:ElectricMember 2019-01-01 2019-03-31 0000936340 dte:OtherMember dte:GasMember 2019-01-01 2019-03-31 0000936340 dte:PowerAndIndustrialProjectsMember 2020-01-01 2020-03-31 0000936340 dte:GasStorageAndPipelinesMember 2020-01-01 2020-03-31 0000936340 dte:GasMember 2019-01-01 2019-03-31 0000936340 dte:IndustrialMember dte:ElectricMember 2020-01-01 2020-03-31 0000936340 dte:ElectricMember 2020-01-01 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2023-01-01 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2022-01-01 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FixedPriceContractMember 2020-04-01 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FixedPriceContractMember 2023-01-01 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FixedPriceContractMember 2025-01-01 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2024-01-01 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FixedPriceContractMember 2022-01-01 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FixedPriceContractMember 2024-01-01 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FixedPriceContractMember 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2020-04-01 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FixedPriceContractMember 2021-01-01 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2025-01-01 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2021-01-01 2020-03-31 0000936340 us-gaap:ProductAndServiceOtherMember dte:GasMember 2019-01-01 2019-03-31 0000936340 dte:AlternativeRevenueProgramsMember dte:GasMember 2019-01-01 2019-03-31 0000936340 dte:DTEElectricMember dte:ElectricMember 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember dte:OtherMember dte:DTESustainableGenerationMember 2020-01-01 2020-03-31 0000936340 us-gaap:ProductAndServiceOtherMember dte:GasMember 2020-01-01 2020-03-31 0000936340 dte:AlternativeRevenueProgramsMember dte:GasMember 2020-01-01 2020-03-31 0000936340 us-gaap:ProductAndServiceOtherMember dte:ElectricMember 2020-01-01 2020-03-31 0000936340 us-gaap:ProductAndServiceOtherMember dte:ElectricMember 2019-01-01 2019-03-31 0000936340 dte:DTEGasMember dte:DTEGasRateCaseFiling2019Member dte:MPSCMember 2019-11-25 2019-11-25 0000936340 dte:DTEElectricMember dte:ElectricRateCaseFiling2019Member dte:MPSCMember 2019-07-08 2019-07-08 0000936340 dte:DTEElectricMember dte:NuclearDecommissioningTrustFundMember us-gaap:NuclearPlantMember 2019-12-31 0000936340 dte:DTEElectricMember dte:NuclearDecommissioningTrustFundMember dte:LowLevelRadioactiveWasteMember 2020-03-31 0000936340 dte:DTEElectricMember dte:NuclearDecommissioningTrustFundMember 2020-03-31 0000936340 dte:DTEElectricMember dte:NuclearDecommissioningTrustFundMember us-gaap:NuclearPlantMember 2020-03-31 0000936340 dte:DTEElectricMember dte:NuclearDecommissioningTrustFundMember dte:LowLevelRadioactiveWasteMember 2019-12-31 0000936340 dte:DTEElectricMember dte:NuclearDecommissioningTrustFundMember 2019-12-31 0000936340 dte:DTEElectricMember dte:NuclearDecommissioningTrustFundMember dte:NuclearPlant1Member 2019-12-31 0000936340 dte:DTEElectricMember dte:NuclearDecommissioningTrustFundMember dte:NuclearPlant1Member 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000936340 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2020-03-31 0000936340 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000936340 dte:DTEElectricMember dte:NuclearDecommissioningTrustFundMember 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember dte:NuclearDecommissioningTrustFundMember 2019-01-01 2019-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 srt:MaximumMember dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 srt:MinimumMember dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-03-31 0000936340 srt:WeightedAverageMember dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-03-31 0000936340 srt:WeightedAverageMember dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-03-31 0000936340 srt:MaximumMember dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-03-31 0000936340 srt:MinimumMember dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel1Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember srt:AffiliatedEntityMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:CarryingReportedAmountFairValueDisclosureMember srt:AffiliatedEntityMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel1Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:CarryingReportedAmountFairValueDisclosureMember srt:AffiliatedEntityMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember srt:AffiliatedEntityMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember srt:AffiliatedEntityMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel1Member us-gaap:EstimateOfFairValueFairValueDisclosureMember srt:AffiliatedEntityMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember srt:AffiliatedEntityMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel1Member us-gaap:EstimateOfFairValueFairValueDisclosureMember srt:AffiliatedEntityMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasurementsRecurringMember 2019-01-01 2019-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasurementsRecurringMember 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasurementsRecurringMember 2019-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2019-12-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2019-12-31 0000936340 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2020-03-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2020-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2020-03-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2020-03-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2020-03-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 dte:NuclearDecommissioningTrustFundMember us-gaap:FixedIncomeSecuritiesMember 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember 2020-01-01 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-01-01 2019-03-31 0000936340 dte:OtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember 2019-01-01 2019-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-01-01 2019-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-01-01 2020-03-31 0000936340 dte:OtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-01-01 2019-03-31 0000936340 dte:OtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-03-31 0000936340 dte:OtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000936340 dte:OtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-01-01 2020-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-01-01 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember 2019-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000936340 dte:OtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 srt:WeightedAverageMember dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2019-12-31 0000936340 srt:MaximumMember dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2019-12-31 0000936340 srt:MaximumMember dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2019-12-31 0000936340 srt:WeightedAverageMember dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2019-12-31 0000936340 srt:MinimumMember dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2019-12-31 0000936340 srt:MinimumMember dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2019-12-31 0000936340 dte:DTEElectricMember dte:NuclearDecommissioningTrustFundMember us-gaap:EquitySecuritiesMember 2020-03-31 0000936340 dte:DTEElectricMember dte:NuclearDecommissioningTrustFundMember us-gaap:EquitySecuritiesMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember dte:CurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember dte:CurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2019-12-31 0000936340 dte:DTEElectricMember dte:FinancialTransmissionRightsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember dte:NoncurrentAssetMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000936340 dte:DTEElectricMember dte:CurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember dte:NoncurrentAssetMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember dte:NoncurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 dte:DTEElectricMember dte:NoncurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember dte:CurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember dte:FinancialTransmissionRightsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember dte:FinancialTransmissionRightsMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 dte:DTEElectricMember dte:FinancialTransmissionRightsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember dte:CurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2020-03-31 0000936340 dte:DTEElectricMember dte:CurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000936340 dte:DTEElectricMember dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember dte:FinancialTransmissionRightsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember dte:FinancialTransmissionRightsMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 dte:DTEElectricMember dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 dte:DTEElectricMember dte:FinancialTransmissionRightsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:CashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 dte:DTEElectricMember dte:CurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:CashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000936340 dte:DTEElectricMember dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember dte:FinancialTransmissionRightsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:DTEElectricMember dte:CurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2020-03-31 0000936340 us-gaap:OtherInvestmentsMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:RestrictedCashMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FixedIncomeSecuritiesMember 2019-01-01 2019-03-31 0000936340 us-gaap:CashAndCashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:CashAndCashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:OtherInvestmentsMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:AssetHeldInTrustMember 2019-01-01 2019-03-31 0000936340 srt:MinimumMember us-gaap:PrivateEquityFundsMember 2020-01-01 2020-03-31 0000936340 us-gaap:EquitySecuritiesMember 2019-01-01 2019-03-31 0000936340 us-gaap:AssetHeldInTrustMember 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:OtherInvestmentsMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 us-gaap:FixedIncomeSecuritiesMember 2020-01-01 2020-03-31 0000936340 us-gaap:EquitySecuritiesMember 2020-01-01 2020-03-31 0000936340 srt:MaximumMember us-gaap:PrivateEquityFundsMember 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:OtherInvestmentsMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:NondesignatedMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:NondesignatedMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:NondesignatedMember 2019-12-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2019-12-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:NondesignatedMember 2019-12-31 0000936340 dte:CurrentDerivativeAssetMember 2020-03-31 0000936340 dte:NoncurrentDerivativeAssetMember 2019-12-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:NondesignatedMember 2019-12-31 0000936340 dte:CurrentDerivativeAssetMember 2019-12-31 0000936340 dte:CurrentDerivativeLiabilityMember 2019-12-31 0000936340 dte:NoncurrentDerivativeAssetMember 2020-03-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2020-03-31 0000936340 dte:CurrentDerivativeLiabilityMember 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:NondesignatedMember 2020-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:NondesignatedMember 2020-03-31 0000936340 us-gaap:NondesignatedMember 2019-12-31 0000936340 dte:NoncurrentDerivativeLiabilityMember 2019-12-31 0000936340 dte:NoncurrentDerivativeLiabilityMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember 2020-01-01 2020-03-31 0000936340 dte:RenewableEnergyCommodityContractMember 2020-01-01 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember 2020-01-01 2020-03-31 0000936340 us-gaap:ForeignExchangeContractMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:NondesignatedMember 2020-03-31 0000936340 dte:DTEElectricMember dte:FinancialTransmissionRightsMember us-gaap:NondesignatedMember 2020-03-31 0000936340 dte:DTEElectricMember dte:FinancialTransmissionRightsMember us-gaap:NondesignatedMember 2019-12-31 0000936340 dte:DTEElectricMember us-gaap:NondesignatedMember 2019-12-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember 2019-12-31 0000936340 dte:ElectricityCommodityContractMember 2020-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember 2019-12-31 0000936340 us-gaap:ForeignExchangeContractMember 2019-12-31 0000936340 us-gaap:InterestRateContractMember 2020-03-31 0000936340 us-gaap:InterestRateContractMember 2019-12-31 0000936340 dte:NaturalGasCommodityContractMember 2019-12-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:SalesMember 2019-01-01 2019-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:SalesMember 2020-01-01 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember srt:FuelMember 2020-01-01 2020-03-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:SalesMember 2019-01-01 2019-03-31 0000936340 dte:NaturalGasCommodityContractMember srt:FuelMember 2019-01-01 2019-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:SalesMember 2020-01-01 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:SalesMember 2019-01-01 2019-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:SalesMember 2019-01-01 2019-03-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:SalesMember 2020-01-01 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:SalesMember 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember dte:February20202.95MortgageBondsMaturingin2050Member us-gaap:MortgagesMember 2020-03-31 0000936340 dte:DTEElectricMember dte:February20202.25MortgageBondsMaturingin2030Member us-gaap:MortgagesMember 2020-03-31 0000936340 dte:DTEElectricMember dte:March20204.89SeniorNotesMaturing2020Member us-gaap:SeniorNotesMember 2020-03-31 0000936340 dte:DTEElectricMember dte:March20204.89SeniorNotesMaturing2020Member us-gaap:SeniorNotesMember 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember dte:A2010SeriesB3.45SeniorNotesDue2020Member us-gaap:SeniorNotesMember us-gaap:SubsequentEventMember 2020-04-28 0000936340 us-gaap:UnsecuredDebtMember dte:March2020UnsecuredTermLoanMaturingIn2022Member 2020-03-01 2020-03-31 0000936340 dte:DTEElectricMember dte:A2010SeriesB3.45SeniorNotesDue2020Member us-gaap:SeniorNotesMember us-gaap:SubsequentEventMember 2020-04-01 2020-04-28 0000936340 dte:DTEElectricMember dte:April20202.625MortgageBondsMaturingin2031Member us-gaap:MortgagesMember us-gaap:SubsequentEventMember 2020-04-28 0000936340 dte:DTEElectricMember dte:A2008SeriesKTVariableRateSeniorNotesDue2020Member us-gaap:SeniorNotesMember us-gaap:SubsequentEventMember 2020-04-01 2020-04-28 0000936340 us-gaap:UnsecuredDebtMember dte:March2020UnsecuredTermLoanMaturingIn2022Member 2020-03-31 0000936340 srt:ParentCompanyMember dte:DemandFinancingAgreementMember 2020-03-31 0000936340 dte:DTEGasMember 2020-03-31 0000936340 srt:MaximumMember 2020-03-31 0000936340 dte:DTEGasMember us-gaap:UnsecuredDebtMember dte:April2020UnsecuredTermLoanExpiringApril2021Member us-gaap:SubsequentEventMember 2020-04-28 0000936340 us-gaap:UnsecuredDebtMember dte:UnsecuredTermLoanExpiringinMarch2021Member 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:UnsecuredDebtMember dte:April2020UnsecuredTermLoanOneExpiringApril2021Member us-gaap:SubsequentEventMember 2020-04-28 0000936340 dte:DTEElectricMember us-gaap:UnsecuredDebtMember dte:April2020UnsecuredTermLoanTwoExpiringApril2021Member us-gaap:SubsequentEventMember 2020-04-28 0000936340 srt:ParentCompanyMember us-gaap:LetterOfCreditMember dte:OtheroutstandinglettersofcreditMember 2020-03-31 0000936340 srt:ParentCompanyMember dte:DemandFinancingAgreementMember 2019-12-31 0000936340 srt:ParentCompanyMember 2020-03-31 0000936340 srt:ParentCompanyMember dte:DemandFinancingAgreementPlusLetterofCreditMember 2020-03-31 0000936340 dte:DTEGasMember us-gaap:LetterOfCreditMember 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:LetterOfCreditMember 2020-03-31 0000936340 dte:DTEGasMember us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInAugust2021Member 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:RevolvingCreditFacilityMember 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:UnsecuredDebtMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:LetterOfCreditMember 2020-03-31 0000936340 dte:DTEGasMember us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInFebruary2021Member 2020-03-31 0000936340 us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInAugust2021Member 2020-03-31 0000936340 us-gaap:RevolvingCreditFacilityMember dte:UnsecuredRevolvingCreditFacilityExpiringinApril2024Member 2020-03-31 0000936340 us-gaap:UnsecuredDebtMember 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInFebruary2021Member 2020-03-31 0000936340 us-gaap:CommercialPaperMember 2020-03-31 0000936340 dte:DTEGasMember us-gaap:CommercialPaperMember 2020-03-31 0000936340 us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInFebruary2021Member 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:RevolvingCreditFacilityMember dte:UnsecuredRevolvingCreditFacilityExpiringinApril2024Member 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:UnsecuredDebtMember dte:UnsecuredTermLoanExpiringinMarch2021Member 2020-03-31 0000936340 dte:DTEGasMember us-gaap:UnsecuredDebtMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:CommercialPaperMember 2020-03-31 0000936340 us-gaap:LetterOfCreditMember 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInAugust2021Member 2020-03-31 0000936340 dte:DTEGasMember us-gaap:RevolvingCreditFacilityMember dte:UnsecuredRevolvingCreditFacilityExpiringinApril2024Member 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:RevolvingCreditFacilityMember 2020-03-31 0000936340 dte:DTEGasMember us-gaap:UnsecuredDebtMember dte:UnsecuredTermLoanExpiringinMarch2021Member 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInFebruary2021Member 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:UnsecuredDebtMember dte:UnsecuredTermLoanExpiringinMarch2021Member 2020-03-31 0000936340 dte:DTEGasMember us-gaap:RevolvingCreditFacilityMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:RevolvingCreditFacilityMember dte:UnsecuredRevolvingCreditFacilityExpiringinApril2024Member 2020-03-31 0000936340 us-gaap:RevolvingCreditFacilityMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInAugust2021Member 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:UnsecuredDebtMember 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:CommercialPaperMember 2020-03-31 0000936340 dte:SyntheticFuelMember 2020-03-31 0000936340 dte:DTEElectricMember 2009-07-31 0000936340 dte:PacificGasandElectricCorporationMember dte:PowerAndIndustrialProjectsMember 2020-03-31 0000936340 dte:DTEGasMember dte:DTEGasMember dte:NEXUSPipelineMember 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember 2019-01-01 2019-12-31 0000936340 us-gaap:SuretyBondMember 2020-03-31 0000936340 dte:PacificGasandElectricCorporationMember dte:PowerAndIndustrialProjectsMember 2018-01-01 2018-12-31 0000936340 dte:DTEGasMember 2020-01-01 2020-03-31 0000936340 dte:DTEGasMember dte:CleanUpCompletedandSiteClosedMember 2020-01-01 2020-03-31 0000936340 dte:SyntheticFuelMember 2020-01-01 2020-03-31 0000936340 dte:ReducedEmissionsFuelGuaranteesMember 2020-01-01 2020-03-31 0000936340 dte:ReductionofCarbonEmissionsby2030Member 2020-01-01 2020-03-31 0000936340 us-gaap:GuaranteeTypeOtherMember 2020-03-31 0000936340 dte:NEXUSMember dte:DTEGasMember dte:NEXUSPipelineMember 2020-01-01 2020-03-31 0000936340 dte:TexasEasternTransmissionLPMember dte:NEXUSPipelineMember 2020-03-31 0000936340 dte:VectorMember dte:NEXUSPipelineMember 2020-03-31 0000936340 dte:VectorMember dte:NEXUSPipelineMember 2020-01-01 2020-03-31 0000936340 us-gaap:WorkforceSubjectToCollectiveBargainingArrangementsMember us-gaap:LaborForceConcentrationRiskMember 2020-03-31 0000936340 dte:ReductionofCarbonEmissionsbyEarly2020sMember 2020-01-01 2020-03-31 0000936340 dte:ReductionofCarbonEmissionsby2040Member 2020-01-01 2020-03-31 0000936340 dte:DTEGasMember dte:PartialClosureCompleteMember 2020-01-01 2020-03-31 0000936340 dte:VectorMember us-gaap:UnfundedLoanCommitmentMember 2020-03-31 0000936340 dte:DTEElectricMember dte:CoalCombustionResidualRuleMember 2020-03-31 0000936340 dte:DTEGasMember 2019-12-31 0000936340 dte:DTEElectricMember dte:ReductionofCarbonEmissionsby2050Member 2020-01-01 2020-03-31 0000936340 dte:NEXUSMember dte:VectorMember dte:NEXUSPipelineMember 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:WorkforceSubjectToCollectiveBargainingArrangementsMember us-gaap:LaborForceConcentrationRiskMember 2020-03-31 0000936340 dte:ReducedEmissionsFuelGuaranteesMember 2020-03-31 0000936340 dte:DTEGasMember dte:NEXUSPipelineMember 2020-03-31 0000936340 dte:DTEGasMember dte:NEXUSPipelineMember 2020-01-01 2020-03-31 0000936340 dte:VectorMember us-gaap:UnfundedLoanCommitmentMember 2019-07-31 0000936340 dte:NEXUSMember dte:TexasEasternTransmissionLPMember dte:NEXUSPipelineMember 2020-01-01 2020-03-31 0000936340 dte:TexasEasternTransmissionLPMember dte:NEXUSPipelineMember 2020-01-01 2020-03-31 0000936340 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2020-01-01 2020-03-31 0000936340 us-gaap:PensionPlansDefinedBenefitMember 2020-01-01 2020-03-31 0000936340 us-gaap:PensionPlansDefinedBenefitMember 2019-01-01 2019-03-31 0000936340 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2019-01-01 2019-03-31 0000936340 dte:DTEElectricMember us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2019-01-01 2019-03-31 0000936340 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:PensionPlansDefinedBenefitMember 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember us-gaap:PensionPlansDefinedBenefitMember 2019-01-01 2019-03-31 0000936340 dte:DTEElectricMember us-gaap:PensionPlansDefinedBenefitMember 2020-03-31 0000936340 us-gaap:PensionPlansDefinedBenefitMember 2020-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:PowerAndIndustrialProjectsMember 2019-01-01 2019-03-31 0000936340 us-gaap:IntersegmentEliminationMember 2020-01-01 2020-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:ElectricMember 2020-01-01 2020-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:ElectricMember 2019-01-01 2019-03-31 0000936340 us-gaap:OperatingSegmentsMember us-gaap:CorporateAndOtherMember 2019-01-01 2019-03-31 0000936340 us-gaap:IntersegmentEliminationMember 2019-01-01 2019-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:EnergyTradingMember 2020-01-01 2020-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:GasStorageAndPipelinesMember 2019-01-01 2019-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:PowerAndIndustrialProjectsMember 2020-01-01 2020-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:EnergyTradingMember 2019-01-01 2019-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:GasMember 2020-01-01 2020-03-31 0000936340 us-gaap:OperatingSegmentsMember us-gaap:CorporateAndOtherMember 2020-01-01 2020-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:GasMember 2019-01-01 2019-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:GasStorageAndPipelinesMember 2020-01-01 2020-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:PowerAndIndustrialProjectsMember 2020-01-01 2020-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:GasStorageAndPipelinesMember 2019-01-01 2019-03-31 0000936340 us-gaap:IntersegmentEliminationMember us-gaap:CorporateAndOtherMember 2020-01-01 2020-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:GasMember 2020-01-01 2020-03-31 0000936340 us-gaap:IntersegmentEliminationMember us-gaap:CorporateAndOtherMember 2019-01-01 2019-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:EnergyTradingMember 2020-01-01 2020-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:ElectricMember 2020-01-01 2020-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:ElectricMember 2019-01-01 2019-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:GasStorageAndPipelinesMember 2020-01-01 2020-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:GasMember 2019-01-01 2019-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:PowerAndIndustrialProjectsMember 2019-01-01 2019-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:EnergyTradingMember 2019-01-01 2019-03-31 0000936340 us-gaap:CorporateAndOtherMember 2019-01-01 2019-03-31 0000936340 us-gaap:CorporateAndOtherMember 2020-01-01 2020-03-31 xbrli:shares iso4217:USD xbrli:shares dte:customer iso4217:USD xbrli:pure iso4217:USD utreg:MMBTU utreg:MW iso4217:USD utreg:MWh dte:facility dte:NOV dte:plant iso4217:CAD dte:site utreg:MWh utreg:MMBTU dte:employee


 
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 March 31, 2020
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
dtecolorlogoa04.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
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 March 31, 2020:
Registrant
 
Description
 
Shares
DTE Energy
 
Common Stock, without par value
 
192,611,882

 
 
 
 
 
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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



DEFINITIONS

ACE
 
Affordable Clean Energy
 
 
 
AFUDC
 
Allowance for Funds Used During Construction
 
 
 
AGS
 
Appalachia Gathering System is a midstream natural gas asset located in Pennsylvania and West Virginia. DTE Energy purchased 100% of AGS in October 2016, and this asset is part of DTE Energy's Gas Storage and Pipelines segment.
 
 
 
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$)
 
 
 
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
 
 
 
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
 
 
 
Green Bonds
 
A financing option to fund projects that have a positive environmental impact based upon a specified set of criteria. The proceeds are required to be used for eligible green expenditures.
 
 
 
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
 
 
 

1


DEFINITIONS

MGP
 
Manufactured Gas Plant
 
 
 
MPSC
 
Michigan Public Service Commission
 
 
 
MTM
 
Mark-to-market
 
 
 
NAV
 
Net Asset Value
 
 
 
NEXUS
 
NEXUS Gas Transmission, LLC, a joint venture in which DTE Energy 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
 
 
 
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.
 
 
 
RDM
 
A Revenue Decoupling Mechanism authorized by the MPSC that is designed to minimize the impact on revenues of changes in average customer usage.
 
 
 
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
 
 
 
SEC
 
Securities and Exchange Commission
 
 
 
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.
 
 
 
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 liability
 
Reduction in DTE Gas revenue with an offsetting Regulatory liability 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, 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;
•
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 the short-term natural gas storage markets impacting third-party storage revenues related to DTE Energy;
•
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 March 31,
 
2020
 
2019
 
(In millions, except per share amounts)
Operating Revenues
 
 
 
Utility operations
$
1,733

 
$
1,864

Non-utility operations
1,289

 
1,650

 
3,022

 
3,514

 
 
 
 
Operating Expenses
 
 
 
Fuel, purchased power, and gas — utility
467

 
582

Fuel, purchased power, and gas — non-utility
968

 
1,385

Operation and maintenance
579

 
591

Depreciation and amortization
353

 
296

Taxes other than income
119

 
118

Asset (gains) losses and impairments, net
(10
)
 
—

 
2,476

 
2,972

Operating Income
546

 
542

 
 
 
 
Other (Income) and Deductions
 
 
 
Interest expense
175

 
152

Interest income
(10
)
 
(4
)
Non-operating retirement benefits, net
9

 
9

Other income
(65
)
 
(88
)
Other expenses
46

 
11

 
155

 
80

Income Before Income Taxes
391

 
462

 
 
 
 
Income Tax Expense
49

 
54

 
 
 
 
Net Income
342

 
408

 
 
 
 
Less: Net Income Attributable to Noncontrolling Interests
2

 
7

 
 
 
 
Net Income Attributable to DTE Energy Company
$
340

 
$
401

 
 
 
 
Basic Earnings per Common Share
 
 
 
Net Income Attributable to DTE Energy Company
$
1.77

 
$
2.20

 
 
 
 
Diluted Earnings per Common Share
 
 
 
Net Income Attributable to DTE Energy Company
$
1.76

 
$
2.19

 
 
 
 
Weighted Average Common Shares Outstanding
 
 
 
Basic
192

 
182

Diluted
192

 
183

See Combined Notes to Consolidated Financial Statements (Unaudited)

6


DTE Energy Company

Consolidated Statements of Comprehensive Income (Unaudited)

 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Net Income
$
342

 
$
408

 
 
 
 
Other comprehensive income (loss), net of tax:
 
 
 
Benefit obligations, net of taxes of $1 for both periods
3

 
4

Net unrealized gains (losses) on derivatives during the period, net of taxes of $—, and $(1), respectively
1

 
(3
)
Foreign currency translation
(1
)
 
1

Other comprehensive income
3

 
2

 
 
 
 
Comprehensive income
345

 
410

Less: Comprehensive income attributable to noncontrolling interests
2

 
7

Comprehensive Income Attributable to DTE Energy Company
$
343

 
$
403


See Combined Notes to Consolidated Financial Statements (Unaudited)

7


DTE Energy Company

Consolidated Statements of Financial Position (Unaudited)

 
March 31,
 
December 31,
 
2020
 
2019
 
(In millions)
ASSETS
Current Assets
 
 
 
Cash and cash equivalents
$
552

 
$
93

Restricted cash
124

 
—

Accounts receivable (less allowance for doubtful accounts of $90 and $91, respectively)
 
 
 
Customer
1,482

 
1,642

Other
260

 
245

Inventories
 
 
 
Fuel and gas
294

 
373

Materials and supplies
413

 
386

Derivative assets
112

 
133

Regulatory assets
21

 
5

Other
268

 
209

 
3,526

 
3,086

Investments
 
 
 
Nuclear decommissioning trust funds
1,439

 
1,661

Investments in equity method investees
1,867

 
1,862

Other
228

 
265

 
3,534

 
3,788

Property
 
 
 
Property, plant, and equipment
36,146

 
35,072

Accumulated depreciation and amortization
(9,910
)
 
(9,755
)
 
26,236

 
25,317

Other Assets
 
 
 
Goodwill
2,466

 
2,464

Regulatory assets
4,356

 
4,171

Intangible assets
2,402

 
2,393

Notes receivable
217

 
202

Derivative assets
58

 
41

Prepaid postretirement costs
83

 
69

Operating lease right-of-use assets
164

 
169

Other
190

 
182

 
9,936

 
9,691

Total Assets
$
43,232

 
$
41,882


See Combined Notes to Consolidated Financial Statements (Unaudited)

8


DTE Energy Company

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

 
March 31,
 
December 31,
 
2020
 
2019
 
(In millions, except shares)
LIABILITIES AND EQUITY
Current Liabilities
 
 
 
Accounts payable
$
1,028

 
$
1,076

Accrued interest
169

 
147

Dividends payable
195

 
195

Short-term borrowings
1,131

 
828

Current portion long-term debt, including finance leases
387

 
687

Derivative liabilities
88

 
83

Gas inventory equalization
62

 
—

Regulatory liabilities
61

 
65

Operating lease liabilities
32

 
33

Acquisition related deferred payment
382

 
379

Other
437

 
504

 
3,972

 
3,997

Long-Term Debt (net of current portion)
 
 
 
Mortgage bonds, notes, and other
15,870

 
14,778

Junior subordinated debentures
1,146

 
1,146

Finance lease liabilities
10

 
11

 
17,026

 
15,935

Other Liabilities
 

 
 

Deferred income taxes
2,553

 
2,315

Regulatory liabilities
3,244

 
3,264

Asset retirement obligations
2,721

 
2,672

Unamortized investment tax credit
165

 
166

Derivative liabilities
47

 
86

Accrued pension liability
795

 
808

Nuclear decommissioning
215

 
249

Operating lease liabilities
124

 
127

Other
382

 
427

 
10,246

 
10,114

Commitments and Contingencies (Notes 6 and 13)
 
 
 



 


Equity
 
 
 
Common stock (No par value, 400,000,000 shares authorized, and 192,611,882 and 192,208,533 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively)
5,235

 
5,233

Retained earnings
6,732

 
6,587

Accumulated other comprehensive loss
(145
)
 
(148
)
Total DTE Energy Company Equity
11,822

 
11,672

Noncontrolling interests
166

 
164

Total Equity
11,988

 
11,836

Total Liabilities and Equity
$
43,232

 
$
41,882


See Combined Notes to Consolidated Financial Statements (Unaudited)

9


DTE Energy Company

Consolidated Statements of Cash Flows (Unaudited)
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Operating Activities
 
 
 
Net Income
$
342

 
$
408

Adjustments to reconcile Net Income to Net cash from operating activities:
 
 
 
Depreciation and amortization
353

 
296

Nuclear fuel amortization
13

 
15

Allowance for equity funds used during construction
(6
)
 
(7
)
Deferred income taxes
213

 
49

Equity earnings of equity method investees
(29
)
 
(23
)
Dividends from equity method investees
39

 
44

Asset (gains) losses and impairments, net
(6
)
 
—

Changes in assets and liabilities:
 
 
 
Accounts receivable, net
151

 
143

Inventories
55

 
207

Prepaid postretirement benefit costs
(14
)
 
(31
)
Accounts payable
(24
)
 
(288
)
Gas inventory equalization
62

 
88

Accrued pension liability
(13
)
 
(115
)
Derivative assets and liabilities
(30
)
 
(15
)
Regulatory assets and liabilities
(149
)
 
112

Other current and noncurrent assets and liabilities
104

 
(131
)
Net cash from operating activities
1,061

 
752

Investing Activities
 
 
 
Plant and equipment expenditures — utility
(993
)
 
(641
)
Plant and equipment expenditures — non-utility
(195
)
 
(27
)
Acquisitions related to Business Combinations, net of cash acquired
(128
)
 
—

Proceeds from sale of assets
4

 
—

Proceeds from sale of nuclear decommissioning trust fund assets
439

 
176

Investment in nuclear decommissioning trust funds
(438
)
 
(178
)
Distributions from equity method investees
1

 
1

Contributions to equity method investees
(15
)
 
(22
)
Notes receivable
(14
)
 
(48
)
Other
(3
)
 
(9
)
Net cash used for investing activities
(1,342
)
 
(748
)
Financing Activities
 
 
 
Issuance of long-term debt, net of issuance costs
1,092

 
644

Redemption of long-term debt
(300
)
 
—

Short-term borrowings, net
303

 
(453
)
Dividends paid on common stock
(195
)
 
(172
)
Contributions from noncontrolling interests, principally REF entities
10

 
9

Distributions to noncontrolling interests
(10
)
 
(21
)
Other
(36
)
 
(26
)
Net cash from (used for) financing activities
864

 
(19
)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash
583

 
(15
)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period
93

 
76

Cash, Cash Equivalents, and Restricted Cash at End of Period
$
676

 
$
61

 
 
 
 
Supplemental disclosure of non-cash investing and financing activities
 
 
 
Plant and equipment expenditures in accounts payable
$
285

 
$
235

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

 
—

 
2

 
342

Dividends declared on common stock ($1.01 per Common Share)
—

 
—

 
(195
)
 
—

 
—

 
(195
)
Other comprehensive income, net of tax
—

 
—

 
—

 
3

 
—

 
3

Stock-based compensation, net distributions to noncontrolling interests, and other
403

 
2

 
—

 
—

 
—

 
2

Balance, March 31, 2020
192,612

 
$
5,235

 
$
6,732

 
$
(145
)
 
$
166

 
$
11,988



 
 
 
 
 
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

 
—

 
7

 
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
—

 
—

 
—

 
2

 
—

 
2

Stock-based compensation, net contributions from noncontrolling interests, and other
472

 
(21
)
 
(1
)
 
—

 
(12
)
 
(34
)
Balance, March 31, 2019
183,212

 
$
4,324

 
$
6,364

 
$
(143
)
 
$
475

 
$
11,020


See Combined Notes to Consolidated Financial Statements (Unaudited)














11


DTE Electric Company

Consolidated Statements of Operations (Unaudited)

 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Operating Revenues — Utility operations
$
1,212

 
$
1,235

 
 
 
 
Operating Expenses
 
 
 
Fuel and purchased power — utility
297

 
346

Operation and maintenance
360

 
358

Depreciation and amortization
258

 
221

Taxes other than income
83

 
84

 
998

 
1,009

Operating Income
214

 
226

 
 
 
 
Other (Income) and Deductions
 
 
 
Interest expense
81

 
76

Interest income
(2
)
 
(1
)
Other income
(13
)
 
(33
)
Other expenses
41

 
8

 
107

 
50

Income Before Income Taxes
107

 
176

 
 
 
 
Income Tax Expense
13

 
29

 
 
 
 
Net Income
$
94

 
$
147


See Combined Notes to Consolidated Financial Statements (Unaudited)

12


DTE Electric Company

Consolidated Statements of Comprehensive Income (Unaudited)

 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Net Income
$
94

 
$
147

Other comprehensive income
—

 
—

Comprehensive Income
$
94

 
$
147


See Combined Notes to Consolidated Financial Statements (Unaudited)

13


DTE Electric Company

Consolidated Statements of Financial Position (Unaudited)

 
March 31,
 
December 31,
 
2020
 
2019
 
(In millions)
ASSETS
Current Assets
 
 
 
Cash and cash equivalents
$
13

 
$
12

Accounts receivable (less allowance for doubtful accounts of $43 and $46, respectively)
 
 
 
Customer
694

 
729

Affiliates
9

 
25

Other
38

 
41

Inventories
 
 
 
Fuel
205

 
187

Materials and supplies
280

 
280

Regulatory assets
17

 
5

Prepaid property tax
96

 
52

Other
29

 
26

 
1,381

 
1,357

Investments
 
 
 
Nuclear decommissioning trust funds
1,439

 
1,661

Other
35

 
38

 
1,474

 
1,699

Property
 
 
 
Property, plant, and equipment
24,950

 
24,279

Accumulated depreciation and amortization
(6,810
)
 
(6,706
)
 
18,140

 
17,573

Other Assets
 
 
 
Regulatory assets
3,653

 
3,448

Intangible assets
19

 
15

Prepaid postretirement costs — affiliates
266

 
266

Operating lease right-of-use assets
84

 
87

Other
149

 
143

 
4,171

 
3,959

Total Assets
$
25,166

 
$
24,588


See Combined Notes to Consolidated Financial Statements (Unaudited)

14


DTE Electric Company

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

 
March 31,
 
December 31,
 
2020
 
2019
 
(In millions, except shares)
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
 
 
 
Accounts payable
 
 
 
Affiliates
$
92

 
$
59

Other
431

 
406

Accrued interest
83

 
84

Current portion long-term debt, including finance leases
336

 
636

Regulatory liabilities
57

 
40

Short-term borrowings
 
 
 
Affiliates
139

 
97

Other
71

 
354

Operating lease liabilities
12

 
12

Other
150

 
155

 
1,371

 
1,843

Long-Term Debt (net of current portion)
 
 
 
Mortgage bonds, notes, and other
7,638

 
6,548

Finance lease liabilities
3

 
4

 
7,641

 
6,552

Other Liabilities
 
 
 
Deferred income taxes
2,382

 
2,355

Regulatory liabilities
2,531

 
2,546

Asset retirement obligations
2,493

 
2,447

Unamortized investment tax credit
164

 
166

Nuclear decommissioning
215

 
249

Accrued pension liability — affiliates
711

 
717

Accrued postretirement liability — affiliates
359

 
367

Operating lease liabilities
65

 
67

Other
80

 
84

 
9,000

 
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
2,343

 
2,384

Total Shareholder’s Equity
7,154

 
7,195

Total Liabilities and Shareholder’s Equity
$
25,166

 
$
24,588


See Combined Notes to Consolidated Financial Statements (Unaudited)

15


DTE Electric Company

Consolidated Statements of Cash Flows (Unaudited)

 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Operating Activities
 
 
 
Net Income
$
94

 
$
147

Adjustments to reconcile Net Income to Net cash from operating activities:
 
 
 
Depreciation and amortization
258

 
221

Nuclear fuel amortization
13

 
15

Allowance for equity funds used during construction
(6
)
 
(6
)
Deferred income taxes
7

 
23

Changes in assets and liabilities:
 
 
 
Accounts receivable, net
54

 
47

Inventories
(18
)
 
51

Accounts payable
106

 
(36
)
Accrued pension liability — affiliates
(6
)
 
(103
)
Accrued postretirement liability — affiliates
(8
)
 
(21
)
Regulatory assets and liabilities
(152
)
 
130

Other current and noncurrent assets and liabilities
132

 
(146
)
Net cash from operating activities
474

 
322

Investing Activities
 
 
 
Plant and equipment expenditures
(871
)
 
(531
)
Notes receivable, including affiliates
—

 
(96
)
Proceeds from sale of nuclear decommissioning trust fund assets
439

 
176

Investment in nuclear decommissioning trust funds
(438
)
 
(178
)
Other
(2
)
 
(10
)
Net cash used for investing activities
(872
)
 
(639
)
Financing Activities
 
 
 
Issuance of long-term debt, net of issuance costs
1,092

 
644

Redemption of long-term debt
(300
)
 
—

Short-term borrowings, net — affiliate
42

 
(50
)
Short-term borrowings, net — other
(283
)
 
(149
)
Dividends paid on common stock
(135
)
 
(124
)
Other
(17
)
 
(12
)
Net cash from financing activities
399

 
309

Net Increase (Decrease) in Cash and Cash Equivalents
1

 
(8
)
Cash and Cash Equivalents at Beginning of Period
12

 
18

Cash and Cash Equivalents at End of Period
$
13

 
$
10

 
 
 
 
Supplemental disclosure of non-cash investing and financing activities
 
 
 
Plant and equipment expenditures in accounts payable
$
138

 
$
140


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


 
 
 
 
 
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


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 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.
Certain prior year balances for the Registrants were reclassified to match the current year's Consolidated Financial Statements presentation.
Principles of Consolidation
The Registrants consolidate all majority-owned subsidiaries and investments in entities in which they have controlling influence. Non-majority owned investments are accounted for using the equity method when the Registrants are able to significantly influence the operating policies of the investee. When the Registrants do not influence the operating policies of an investee, the cost method is used. These Consolidated Financial Statements also reflect the Registrants' proportionate interests in certain jointly-owned utility plants. The Registrants eliminate all intercompany balances and transactions.
The Registrants evaluate whether an entity is a VIE whenever reconsideration events occur. The Registrants consolidate VIEs for which they are the primary beneficiary. If a Registrant is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity method of accounting. When assessing the determination of the primary beneficiary, a Registrant considers all relevant facts and circumstances, including: the power, through voting or similar rights, to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE. The Registrants perform ongoing reassessments of all VIEs to determine if the primary beneficiary status has changed.
Legal entities within DTE Energy's Power and Industrial Projects segment enter into long-term contractual arrangements with customers to supply energy-related products or services. The entities are generally designed to pass-through the commodity risk associated with these contracts to the customers, with DTE Energy retaining operational and customer default risk. These entities generally are VIEs and consolidated when DTE Energy is the primary beneficiary. In addition, DTE Energy has interests in certain VIEs through which control of all significant activities is shared with partners, and therefore are 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. As of March 31, 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 March 31, 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 March 31, 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:
 
March 31, 2020
 
December 31, 2019
 
SGG(a)
 
Other
 
Total
 
SGG(a)
 
Other
 
Total
 
(In millions)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
20

 
$
13

 
$
33

 
$
16

 
$
11

 
$
27

Accounts receivable
7

 
19

 
26

 
8

 
19

 
27

Inventories
—

 
101

 
101

 
—

 
74

 
74

Property, plant, and equipment, net
408

 
31

 
439

 
410

 
33

 
443

Goodwill
25

 
—

 
25

 
25

 
—

 
25

Intangible assets
538

 
—

 
538

 
542

 
—

 
542

Other current and long-term assets
2

 
—

 
2

 
2

 
—

 
2

 
$
1,000

 
$
164

 
$
1,164

 
$
1,003

 
$
137

 
$
1,140

 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued current liabilities
$
1

 
$
14

 
$
15

 
$
2

 
$
13

 
$
15

Other current and long-term liabilities
6

 
7

 
13

 
7

 
7

 
14

 
$
7

 
$
21

 
$
28

 
$
9

 
$
20

 
$
29

_____________________________________
(a)Amounts shown are 100% of SGG's assets and liabilities, of which DTE Energy owns 85% at March 31, 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:
 
March 31, 2020
 
December 31, 2019
 
(In millions)
Investments in equity method investees
$
1,510

 
$
1,503

Notes receivable
$
28

 
$
21

Future funding commitments
$
33

 
$
63



NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
Other Income
The following is a summary of DTE Energy's Other income:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Equity earnings of equity method investees
$
29

 
$
23

Income from REF entities
23

 
27

Contract services
7

 
8

Allowance for equity funds used during construction
6

 
7

Gains from equity and fixed income securities
—

 
17

Other
—

 
6

 
$
65

 
$
88

The following is a summary of DTE Electric's Other income:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Contract services
$
7

 
$
8

Allowance for equity funds used during construction
6

 
6

Gains from equity and fixed income securities allocated from DTE Energy
—

 
17

Other
—

 
2

 
$
13

 
$
33


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 months ended March 31, 2020, reclassifications out of Accumulated other comprehensive income (loss) were not material.

21

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

For the three months ended March 31, 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 on January 1, 2019. Reclassifications out of Accumulated other comprehensive income (loss) not relating to the adoption of this standard were not material.
Income Taxes
The interim effective tax rates of the Registrants are as follows:
 
Effective Tax Rate
 
Three Months Ended March 31,
 
2020
 
2019
DTE Energy
13
%
 
12
%
DTE Electric
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 1% increase in DTE Energy's effective tax rate for the three months ended March 31, 2020 was primarily due to a decrease in annual production tax credits of 2%, a decrease in stock-based compensation tax benefit of 1%, partially offset by higher amortization of the TCJA regulatory liability of 2% in 2020.
The 4% decrease in DTE Electric's effective tax rate for the three months ended March 31, 2020 was primarily due to higher amortization of the TCJA regulatory liability of 3% and an increase in annual production tax credits of 1% in 2020.
DTE Energy had $8 million of unrecognized tax benefits at March 31, 2020, that if recognized, would favorably impact its effective tax rate. DTE Electric had $10 million of unrecognized tax benefits at March 31, 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 $8 million and $14 million at March 31, 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) delayed payment of employer payroll taxes, and d) the employee retention credit.
As of March 31, 2020, DTE Energy had a $153 million AMT credit refund recorded in anticipation of a refund from the U.S. Treasury. DTE Energy was most recently a taxpayer in 2013 and is currently evaluating the ability to recover cash taxes paid in 2013 under the 5-year net operating loss carryback provision. The Registrants also implemented the deferral of employee payroll taxes in April 2020 and are evaluating the impact of the employee retention credit.
Unrecognized Compensation Costs
As of March 31, 2020, DTE Energy had $91 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 1.88 years.
Allocated Stock-Based Compensation
DTE Electric received an allocation of costs from DTE Energy associated with stock-based compensation of $9 million and $13 million for the three months ended March 31, 2020 and 2019, respectively.

22

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

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 March 2020.
 
DTE Energy
 
DTE Electric
 
Year of origination
 
2020
 
2019
 
2018 and prior
 
Total
 
2020 and prior
 
(In millions)
Notes receivable
 
 
 
 
 
 
 
 
 
Internal grade 1
$
2

 
$
9

 
$
9

 
$
20

 
$
11

Internal grade 2
10

 
31

 
7

 
48

 
—

Total notes receivable
$
12

 
$
40

 
$
16

 
$
68

 
$
11

 
 
 
 
 
 
 
 
 
 
Net investment in leases
 
 
 
 
 
 
 
 
 
Net investment in leases, internal grade 1
$
—

 
$
—

 
$
43

 
$
43

 
$
—

Net investment in leases, internal grade 2
133

 
—

 
1

 
134

 
—

Total net investment in leases
$
133

 
$
—

 
$
44

 
$
177

 
$
—


The allowance for doubtful accounts on accounts receivable for the utility entities is generally calculated using the 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.
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.

23

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

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 March 31, 2020.
 
DTE Energy
 
DTE Electric
 
Trade accounts receivable
 
Other receivables
 
Total
 
Trade accounts receivable
 
(In millions)
Beginning reserve balance at 1/1/2020
$
87

 
$
4

 
$
91

 
$
46

Current period provision
34

 
1

 
35

 
17

Write-offs charged against allowance
(51
)
 
(1
)
 
(52
)
 
(30
)
Recoveries of amounts previously written off
16

 
—

 
16

 
10

Ending reserve balance at 3/31/2020
$
86

 
$
4

 
$
90

 
$
43


Bad debt expense for the three months ended March 31, 2019 was $29 million and $16 million for DTE Energy and DTE Electric, respectively.
The Registrants are monitoring the impacts from the COVID-19 pandemic on our customers and various counterparties. During the three months ended March 31, 2020, the allowance for doubtful accounts was increased to account for additional risk related to the pandemic. However, these adjustments were not material.
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. DTE Energy is still evaluating this order for any potential impact to the allowance for doubtful accounts. Refer to Note 6 to the Consolidated Financial Statements, "Regulatory Matters," for further information regarding the order.
There are no material amounts of past due financing receivables for the Registrants as of March 31, 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.
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.

25

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


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 $97 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
$
18

Property, plant, and equipment, net
76

Working capital
3

Total
$
97


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
6

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.
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.

26

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

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 includes $2.36 billion paid in cash and an estimated $380 million of contingent consideration to be paid upon completion of a gathering pipeline in the second half of 2020. The contingent payment will range from $0 million to $385 million, with no payment due until the pipeline is completed. As of March 31, 2020, the liability for the contingent consideration payment and the related accretion expense of $2 million is included in the 'Acquisition related deferred payment' line in the Consolidated Statements of Financial Position. 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 $100 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 March 31, 2020, total goodwill was approximately $173 million, including $2 million resulting from working capital adjustments recorded during the first quarter of 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.
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
173

Customer relationship intangibles
1,473

Other current assets
1

 
$
2,775

Liabilities
 
Accounts payable
$
26

Acquisition related deferred payment
380

Other current liabilities
2

Asset retirement obligations
9

 
$
417

Total cash consideration
$
2,358



27

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

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 March 31,
 
2020
 
2019
 
(In millions)
Electric(a)
 
 
 
Residential
$
599

 
$
553

Commercial
426

 
421

Industrial
156

 
163

Other(b)
35

 
98

Total Electric operating revenues(c)
$
1,216

 
$
1,235

 
 
 
 
Gas
 
 
 
Gas sales
$
394

 
$
477

End User Transportation
77

 
81

Intermediate Transportation
26

 
26

Other(b)
43

 
61

Total Gas operating revenues(d)
$
540

 
$
645

 
 
 
 
Other segment operating revenues
 
 
 
Gas Storage and Pipelines(e)
$
170

 
$
116

Power and Industrial Projects(f)
$
307

 
$
388

Energy Trading(g)
$
913

 
$
1,301

_______________________________________
(a)
Revenues under the Electric segment include $1,212 million related to DTE Electric and $4 million of Other revenues related to DTE Sustainable Generation.
(b)
Includes revenue adjustments related to various regulatory mechanisms.
(c)
Includes $4 million of other revenues outside the scope of Topic 606 for the three months ended March 31, 2020 and 2019.
(d)
Includes $2 million under Alternative Revenue Programs and $2 million of other revenues, which are outside the scope of Topic 606 for the three months ended March 31, 2020 and includes $3 million under Alternative Revenue Programs and $2 million of other revenues, which are both outside the scope of Topic 606 for the three months ended March 31, 2019.
(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 March 31, 2020 and 2019.
(f)
Includes revenues outside the scope of Topic 606 primarily related to $27 million and $31 million of contracts accounted for as leases for the three months ended March 31, 2020 and 2019, respectively.
(g)
Includes revenues outside the scope of Topic 606 primarily related to $637 million and $926 million of derivatives for the three months ended March 31, 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
17

Revenue recognized that was included in the deferred revenue balance at the beginning of the period
(9
)
Ending Balance, March 31, 2020
$
83


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
$
6

2021
50

2022
7

2023
3

2024
6

2025 and thereafter
11

 
$
83


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 cancelable 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
$
186

 
$
6

2021
329

 
7

2022
272

 
7

2023
207

 
7

2024
135

 
7

2025 and thereafter
566

 
1

 
$
1,695

 
$
35




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 are currently evaluating the impact of this order for potential change in accounting treatment, and will continue to monitor MPSC activities for further guidance on COVID-19 and any other pandemic related costs.
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 requests an increase in return on equity from 10.0% to 10.5% and includes projected changes in sales and operating and maintenance expenses. A final MPSC order in this case is expected by May 2020.
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.  A final MPSC order in this case is expected by September 2020.

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.

31

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

The following is a reconciliation of DTE Energy's basic and diluted income per share calculation:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions, except per share amounts)
Basic Earnings per Share
 
 
 
Net Income Attributable to DTE Energy Company
$
340

 
$
401

Less: Allocation of earnings to net restricted stock awards
1

 
1

Net income available to common shareholders — basic
$
339

 
$
400

 
 
 
 
Average number of common shares outstanding — basic
192

 
182

Basic Earnings per Common Share
$
1.77

 
$
2.20

 
 
 
 
Diluted Earnings per Share
 
 
 
Net Income Attributable to DTE Energy Company
$
340

 
$
401

Less: Allocation of earnings to net restricted stock awards
1

 
1

Net income available to common shareholders — diluted
$
339

 
$
400

 
 
 
 
Average number of common shares outstanding — basic
192

 
182

Incremental shares attributable to:
 
 
 
Average dilutive equity units, performance share awards, and stock options
—

 
1

Average number of common shares outstanding — diluted
192

 
183

Diluted Earnings per Common Share(a)
$
1.76

 
$
2.19

_______________________________________
(a)
Equity Units excluded from the calculation of diluted EPS were approximately 9.7 million for the three months ended March 31, 2020 as the dilutive stock price threshold was not met.

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 March 31, 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.

32

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

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):
 
March 31, 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)
$
421

 
$
—

 
$
—

 
$
—

 
$
—

 
$
421

 
$
15

 
$
—

 
$
—

 
$
—

 
$
—

 
$
15

Nuclear decommissioning trusts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
792

 
—

 
—

 
—

 
—

 
792

 
1,046

 
—

 
—

 
—

 
—

 
1,046

Fixed income securities
127

 
376

 
—

 
—

 
—

 
503

 
160

 
378

 
—

 
—

 
—

 
538

Private equity and other
—

 
—

 
—

 
62

 
—

 
62

 
—

 
—

 
—

 
43

 
—

 
43

Cash equivalents
82

 
—

 
—

 
—

 
—

 
82

 
34

 
—

 
—

 
—

 
—

 
34

Other investments(e)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
115

 
—

 
—

 
—

 
—

 
115

 
140

 
—

 
—

 
—

 
—

 
140

Fixed income securities
71

 
—

 
—

 
—

 
—

 
71

 
79

 
—

 
—

 
—

 
—

 
79

Cash equivalents
4

 
—

 
—

 
—

 
—

 
4

 
4

 
—

 
—

 
—

 
—

 
4

Derivative assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity contracts(f)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Natural gas
132

 
78

 
72

 
—

 
(204
)
 
78

 
205

 
76

 
74

 
—

 
(266
)
 
89

Electricity
—

 
214

 
99

 
—

 
(242
)
 
71

 
—

 
223

 
83

 
—

 
(225
)
 
81

Environmental & Other
—

 
178

 
1

 
—

 
(163
)
 
16

 
—

 
110

 
3

 
—

 
(110
)
 
3

Foreign currency exchange contracts
—

 
7

 
—

 
—

 
(2
)
 
5

 
—

 
1

 
—

 
—

 
—

 
1

Total derivative assets
132

 
477

 
172


—

 
(611
)
 
170

 
205

 
410

 
160

 
—


(601
)
 
174

Total
$
1,744

 
$
853

 
$
172


$
62

 
$
(611
)
 
$
2,220

 
$
1,683

 
$
788

 
$
160

 
$
43


$
(601
)
 
$
2,073

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity contracts(f)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Natural gas
$
(170
)
 
$
(44
)
 
$
(64
)
 
$
—

 
$
204

 
$
(74
)
 
$
(221
)
 
$
(41
)
 
$
(89
)
 
$
—

 
$
266

 
$
(85
)
Electricity
—

 
(233
)
 
(84
)
 
—

 
242

 
(75
)
 
—

 
(231
)
 
(67
)
 
—

 
225

 
(73
)
Environmental & Other
(5
)
 
(144
)
 
—

 
—

 
163

 
14

 
—

 
(121
)
 
—

 
—

 
110

 
(11
)
Foreign currency exchange contracts
—

 
(2
)
 
—

 
—

 
2

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total
$
(175
)
 
$
(423
)
 
$
(148
)
 
$
—

 
$
611

 
$
(135
)
 
$
(221
)
 
$
(393
)
 
$
(156
)
 
$
—

 
$
601

 
$
(169
)
Net Assets at end of period
$
1,569

 
$
430

 
$
24

 
$
62

 
$
—

 
$
2,085

 
$
1,462

 
$
395

 
$
4

 
$
43

 
$
—

 
$
1,904

Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
$
550

 
$
350

 
$
122

 
$
—

 
$
(489
)
 
$
533

 
$
218

 
$
320

 
$
123

 
$
—

 
$
(513
)
 
$
148

Noncurrent
1,194

 
503

 
50

 
62

 
(122
)
 
1,687

 
1,465

 
468

 
37

 
43

 
(88
)
 
1,925

Total Assets
$
1,744

 
$
853

 
$
172

 
$
62

 
$
(611
)
 
$
2,220

 
$
1,683

 
$
788

 
$
160

 
$
43

 
$
(601
)
 
$
2,073

Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
$
(163
)
 
$
(325
)
 
$
(89
)
 
$
—

 
$
489

 
$
(88
)
 
$
(211
)
 
$
(300
)
 
$
(85
)
 
$
—

 
$
513

 
$
(83
)
Noncurrent
(12
)
 
(98
)
 
(59
)
 
—

 
122

 
(47
)
 
(10
)
 
(93
)
 
(71
)
 
—

 
88

 
(86
)
Total Liabilities
$
(175
)
 
$
(423
)
 
$
(148
)
 
$
—

 
$
611

 
$
(135
)
 
$
(221
)
 
$
(393
)
 
$
(156
)
 
$
—

 
$
601

 
$
(169
)
Net Assets at end of period
$
1,569

 
$
430

 
$
24

 
$
62

 
$
—

 
$
2,085

 
$
1,462

 
$
395

 
$
4

 
$
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 March 31, 2020, the $421 million consisted of $409 million, $1 million, and $11 million of cash equivalents included in Cash and cash equivalents, Restricted cash, and Other investments 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:
 
March 31, 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)
$
11

 
$
—

 
$
—

 
$
—

 
$
11

 
$
11

 
$
—

 
$
—

 
$
—

 
$
11

Nuclear decommissioning trusts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
792

 
—

 
—

 
—

 
792

 
1,046

 
—

 
—

 
—

 
1,046

Fixed income securities
127

 
376

 
—

 
—

 
503

 
160

 
378

 
—

 
—

 
538

Private equity and other
—

 
—

 
—

 
62

 
62

 
—

 
—

 
—

 
43

 
43

Cash equivalents
82

 
—

 
—

 
—

 
82

 
34

 
—

 
—

 
—

 
34

Other investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
11

 
—

 
—

 
—

 
11

 
13

 
—

 
—

 
—

 
13

Derivative assets — FTRs
—

 
—

 
1

 
—

 
1

 
—

 
—

 
3

 
—

 
3

Total
$
1,023

 
$
376

 
$
1

 
$
62

 
$
1,462

 
$
1,264

 
$
378

 
$
3

 
$
43

 
$
1,688

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
$
11

 
$
—

 
$
1

 
$
—

 
$
12

 
$
11

 
$
—

 
$
3

 
$
—

 
$
14

Noncurrent
1,012

 
376

 
—

 
62

 
1,450

 
1,253

 
378

 
—

 
43

 
1,674

Total Assets
$
1,023

 
$
376

 
$
1

 
$
62

 
$
1,462

 
$
1,264

 
$
378

 
$
3

 
$
43

 
$
1,688

_______________________________________
(a)
Amounts represent assets valued at NAV as a practical expedient for fair value.
(b)
At March 31, 2020 and December 31, 2019, the $11 million consisted of cash equivalents 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.
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 $159 million and $151 million as of March 31, 2020 and December 31, 2019, respectively.

35

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

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 March 31, 2020
 
Three Months Ended March 31, 2019
 
Natural Gas
 
Electricity
 
Other
 
Total
 
Natural Gas
 
Electricity
 
Other
 
Total
 
(In millions)
Net Assets (Liabilities) as of January 1
$
(15
)
 
$
16

 
$
3

 
$
4

 
$
(49
)
 
$
(2
)
 
$
7

 
$
(44
)
Transfers into Level 3 from Level 2
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Transfers from Level 3 into Level 2
(1
)
 
—

 
—

 
(1
)
 
—

 
—

 
—

 
—

Total gains (losses)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Included in earnings
24

 
20

 
—

 
44

 
31

 
(31
)
 
(1
)
 
(1
)
Recorded in Regulatory liabilities
—

 
—

 
(2
)
 
(2
)
 
—

 
—

 
(3
)
 
(3
)
Purchases, issuances, and settlements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Settlements
—

 
(21
)
 
—

 
(21
)
 
8

 
8

 
(1
)
 
15

Net Assets (Liabilities) as of March 31
$
8

 
$
15

 
$
1

 
$
24

 
$
(10
)
 
$
(25
)
 
$
2

 
$
(33
)
The amount of total gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31, 2020 and 2019 and reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations
$
19

 
$
21

 
$
—

 
$
40

 
$
16

 
$
(21
)
 
$
(1
)
 
$
(6
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

36

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

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 March 31,
 
2020
 
2019
 
(In millions)
Net Assets as of beginning of period
$
3

 
$
6

Change in fair value recorded in Regulatory liabilities
(2
)
 
(3
)
Purchases, issuances, and settlements
 
 
 
Settlements
—

 
(1
)
Net Assets as of March 31
$
1

 
$
2

The amount of total gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets held at March 31, 2020 and 2019 and reflected in DTE Electric's Consolidated Statements of Financial Position
$
—

 
$
—


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 months ended March 31, 2020 and 2019.
The following tables present the unobservable inputs related to DTE Energy's Level 3 assets and liabilities:
 
 
March 31, 2020
 
 
 
 
 
 
 
 
 
 
 
Commodity Contracts
 
Derivative Assets
 
Derivative Liabilities
 
Valuation Techniques
 
Unobservable Input
 
Range
 
Weighted Average
 
 
(In millions)
 
 
 
 
 
 
 
 
 
 
 
Natural Gas
 
$
72

 
$
(64
)
 
Discounted Cash Flow
 
Forward basis price (per MMBtu)
 
$
(0.84
)
—
 
$
4.20
/MMBtu
 
$
(0.07
)/MMBtu
Electricity
 
$
99

 
$
(84
)
 
Discounted Cash Flow
 
Forward basis price (per MWh)
 
$
(10
)
—
 
$
5
/MWh
 
$
—

 
 
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
)
—
 
$
6
/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.

37

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

Fair Value of Financial Instruments
The following table presents the carrying amount and fair value of financial instruments for DTE Energy:
 
March 31, 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
$
68

 
$
—

 
$
—

 
$
68

 
$
184

 
$
—

 
$
—

 
$
184

Short-term borrowings
$
1,131

 
$
—

 
$
1,131

 
$
—

 
$
828

 
$
—

 
$
828

 
$
—

Notes payable — Other(b), excluding lessee finance leases
$
15

 
$
—

 
$
—

 
$
15

 
$
25

 
$
—

 
$
—

 
$
25

Long-term debt(c)
$
17,398

 
$
2,120

 
$
12,108

 
$
3,824

 
$
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:
 
March 31, 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
$
11

 
$
—

 
$
—

 
$
11

 
$
9

 
$
—

 
$
—

 
$
9

Short-term borrowings — affiliates
$
139

 
$
—

 
$
—

 
$
139

 
$
97

 
$
—

 
$
—

 
$
97

Short-term borrowings — other
$
71

 
$
—

 
$
71

 
$
—

 
$
354

 
$
—

 
$
354

 
$
—

Notes payable — Other(b), excluding lessee finance leases
$
11

 
$
—

 
$
—

 
$
11

 
$
21

 
$
—

 
$
—

 
$
21

Long-term debt(c)
$
7,970

 
$
—

 
$
7,373

 
$
1,330

 
$
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."
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:
 
March 31, 2020
 
December 31, 2019
 
(In millions)
Fermi 2
$
1,430

 
$
1,650

Fermi 1
3

 
3

Low-level radioactive waste
6

 
8


$
1,439

 
$
1,661



38

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

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 March 31,
 
2020
 
2019
 
(In millions)
Realized gains
$
31

 
$
11

Realized losses
$
(16
)
 
$
(7
)
Proceeds from sale of securities
$
439

 
$
176


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:
 
March 31, 2020
 
December 31, 2019
 
Fair
Value
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Gains
 
Unrealized
Losses
 
(In millions)
Equity securities
$
792

 
$
244

 
$
(128
)
 
$
1,046

 
$
396

 
$
(39
)
Fixed income securities
503

 
26

 
(6
)
 
538

 
24

 
(1
)
Private equity and other
62

 
—

 
—

 
43

 
—

 
—

Cash equivalents
82

 
—

 
—

 
34

 
—

 
—

 
$
1,439

 
$
270

 
$
(134
)
 
$
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:
 
March 31, 2020
 
(In millions)
Due within one year
$
24

Due after one through five years
83

Due after five through ten years
106

Due after ten years
290

 
$
503


Other Securities
At March 31, 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. For the three months ended March 31, 2020, losses related to the Trust were $31 million, including $23 million related to equity securities and $8 million related to fixed income securities. For the three months ended March 31, 2019, gains related to the Trust were $17 million, including $13 million related to equity securities and $4 million related to fixed income securities. Gains or losses related to the Rabbi Trust assets 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.


39

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

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, buys and sells transportation capacity, and sells 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. DTE Gas may also sell forward transportation and storage capacity contracts. Forward transportation and storage contracts are generally not derivatives and are therefore accounted for under the accrual method.
Gas Storage and Pipelines — This segment is primarily engaged in services related to the gathering, transportation, and storage of natural gas. Primarily fixed-priced contracts are used in the marketing and management of transportation and storage services. Generally, these contracts are not derivatives and are therefore accounted for under the accrual method.
Power and Industrial Projects — This segment manages and operates energy and pulverized coal projects, a coke battery, reduced emissions fuel projects, 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.
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.

40

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

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 March 31, 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.
The following table presents the fair value of derivative instruments for DTE Energy:
 
March 31, 2020
 
December 31, 2019
 
Derivative
Assets
 
Derivative Liabilities
 
Derivative
Assets
 
Derivative Liabilities
 
(In millions)
Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
Commodity contracts
 
 
 
 
 
 
 
Natural gas
$
282

 
$
(278
)
 
$
355

 
$
(351
)
Electricity
313

 
(317
)
 
306

 
(298
)
Environmental & Other
179

 
(149
)
 
113

 
(121
)
Foreign currency exchange contracts
7

 
(2
)
 
1

 
—

Total derivatives not designated as hedging instruments
$
781

 
$
(746
)
 
$
775

 
$
(770
)
 
 
 
 
 
 
 
 
Current
$
601

 
$
(577
)
 
$
646

 
$
(596
)
Noncurrent
180

 
(169
)
 
129

 
(174
)
Total derivatives
$
781

 
$
(746
)
 
$
775

 
$
(770
)


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 Electric:
 
March 31, 2020
 
December 31, 2019
 
(In millions)
FTRs — Other current assets
$
1

 
$
3

Total derivatives not designated as hedging instruments
$
1

 
$
3


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 $9 million and $4 million outstanding at March 31, 2020 and December 31, 2019, respectively, 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 $5 million and $8 million at March 31, 2020 and December 31, 2019, respectively. Such balances of letters of credit are excluded from the tables below and are not netted with the recognized assets and liabilities in DTE Energy's Consolidated Statements of Financial Position.
For contracts with certain clearing agents, the fair value of derivative instruments is netted against realized positions with the net balance reflected as either 1) a Derivative asset or liability or 2) an Account receivable or payable. Other than certain clearing agents, Accounts receivable and Accounts payable that are subject to netting arrangements have not been offset against the fair value of Derivative assets and liabilities.
The following table presents net cash collateral offsetting arrangements for DTE Energy:
 
March 31, 2020
 
December 31, 2019
 
(In millions)
Cash collateral recorded in Accounts receivable(a)
$
10

 
$
13

Cash collateral recorded in Accounts payable(a)
(3
)
 
(3
)
Total net cash collateral posted (received)
$
7

 
$
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:
 
March 31, 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
$
282

 
$
(204
)
 
$
78

 
$
355

 
$
(266
)
 
$
89

Electricity
313

 
(242
)
 
71

 
306

 
(225
)
 
81

Environmental & Other
179

 
(163
)
 
16

 
113

 
(110
)
 
3

Foreign currency exchange contracts
7

 
(2
)
 
5

 
1

 
—

 
1

Total derivative assets
$
781

 
$
(611
)
 
$
170

 
$
775

 
$
(601
)
 
$
174

 
 
 
 
 
 
 
 
 
 
 
 
Derivative liabilities
 
 
 
 
 
 
 
 
 
 
 
Commodity contracts
 
 
 
 
 
 
 
 
 
 
 
Natural gas
$
(278
)
 
$
204

 
$
(74
)
 
$
(351
)
 
$
266

 
$
(85
)
Electricity
(317
)
 
242

 
(75
)
 
(298
)
 
225

 
(73
)
Environmental & Other
(149
)
 
163

 
14

 
(121
)
 
110

 
(11
)
Interest rate contracts
—

 
—

 
—

 
—

 
—

 
—

Foreign currency exchange contracts
(2
)
 
2

 
—

 
—

 
—

 
—

Total derivative liabilities
$
(746
)
 
$
611

 
$
(135
)
 
$
(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:
 
March 31, 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
$
601

 
$
180

 
$
(577
)
 
$
(169
)
 
$
646

 
$
129

 
$
(596
)
 
$
(174
)
Counterparty netting
(489
)
 
(122
)
 
489

 
122

 
(513
)
 
(88
)
 
513

 
88

Collateral adjustment
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total derivatives as reported
$
112

 
$
58

 
$
(88
)
 
$
(47
)
 
$
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 March 31,
 
 
2020
 
2019
 
 
 
 
(In millions)
Commodity contracts
 
 
 
 
Natural gas
 
Operating Revenues — Non-utility operations
 
$
(11
)
 
$
(15
)
Natural gas
 
Fuel, purchased power, and gas — non-utility
 
36

 
70

Electricity
 
Operating Revenues — Non-utility operations
 
1

 
(49
)
Environmental & Other
 
Operating Revenues — Non-utility operations
 
21

 
1

Foreign currency exchange contracts
 
Operating Revenues — Non-utility operations
 
5

 
(1
)
Total
 
 
 
$
52

 
$
6



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 March 31, 2020:
Commodity
 
Number of Units
Natural gas (MMBtu)
 
1,756,620,693

Electricity (MWh)
 
36,261,221

Foreign currency exchange (CAD)
 
82,707,523

Renewable Energy Certificates (MWh)
 
11,761,761


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 March 31, 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 $381 million.
As of March 31, 2020, DTE Energy had $676 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 $601 million. The net remaining amount of $75 million is derived from the $381 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

 
 
 
 
 
 
 
 
 
 
$
1,100


_______________________________________
(a)
Proceeds were used for the repayment of $300 million of DTE Electric's 2010 Series A 4.89% Senior Notes due 2020, for the repayment of short-term borrowings, for 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 March 31, 2020. The loan will terminate in August 2020 if no amounts have been drawn. 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 April 2020, DTE Electric issued $600 million of 2.625% Mortgage Bonds due 2031. Proceeds will be used for the repayment of $300 million of DTE Electric's 2010 Series B 3.45% Senior Notes due 2020, for the repayment of $32 million of DTE Electric's 2008 Series KT Variable Rate Senior Notes due 2020, for the repayment of short-term borrowings, for capital expenditures, and for other 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

 
 
 
 
 
 
 
 
 
 
$
300



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. In addition, DTE Energy entered into a $500 million unsecured term loan in March 2020 with terms consistent with the unsecured revolving credit agreements. DTE Energy has drawn the full $500 million available under this term loan, which expires in March 2021. DTE Energy also has other facilities to support letter of credit issuance.
The agreements require DTE Energy, DTE Electric, and DTE Gas to maintain a total funded debt to capitalization ratio of no more than 0.65 to 1. In the agreements, "total funded debt" means all indebtedness of each respective company and their consolidated subsidiaries, including 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 March 31, 2020, the total funded debt to total capitalization ratios for DTE Energy, DTE Electric, and DTE Gas were 0.59 to 1, 0.53 to 1, and 0.47 to 1, respectively, and were in compliance with this financial covenant.
The availability under the facilities in place at March 31, 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 revolving credit facility, expiring April 2024
1,500

 
500

 
300

 
2,300

 
2,260

 
500

 
300

 
3,060

Amounts outstanding at March 31, 2020
 
 
 
 
 
 
 
Commercial paper issuances
107

 
71

 
3

 
181

Letters of credit
231

 
—

 
—

 
231

Unsecured term loan
500

 
—

 
—

 
500

Revolver borrowings
300

 
—

 
150

 
450

 
1,138

 
71

 
153

 
1,362

Net availability at March 31, 2020
$
1,122

 
$
429

 
$
147

 
$
1,698



45

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

In April 2020, DTE Electric entered into a $200 million unsecured term loan, of which DTE Electric has drawn the full $200 million available, and a $200 million unsecured term loan, of which no amount has been drawn. In addition, in April 2020, DTE Gas entered into a $100 million unsecured term loan, of which DTE Gas has drawn the full $100 million available. All three loans expire in April 2021 and have terms consistent with the unsecured revolving credit agreements.
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 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 March 31, 2020, the capacity under this facility was $150 million. The amount outstanding under this agreement was $96 million and $114 million at March 31, 2020 and December 31, 2019, respectively, and was fully offset by the posted collateral.

NOTE 12 — LEASES
Lessor
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.
The components of DTE Energy’s net investment in finance leases for remaining periods were as follows:
 
DTE Energy
 
March 31, 2020
 
(In millions)
2020
$
17

2021
19

2022
19

2023
19

2024
19

2025 and Thereafter
273

Total minimum future lease receipts
366

Residual value of leased pipeline
19

Less unearned income
208

Net investment in finance lease
177

Less current portion
7

 
$
170


Interest income recognized under finance leases was $4 million and $1 million for the three months ended March 31, 2020 and 2019, respectively.
DTE Energy’s lease income associated with operating leases was as follows:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Fixed payments
$
16

 
$
17

Variable payments
23

 
27

 
$
39

 
$
44



46

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


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.
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. The proceedings at the District Court remain stayed until May 2020 while the parties discuss potential resolution of the matter.
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.

47

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

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, or its goal of net zero emissions for its electric utility operations by 2050, from the 2005 carbon emissions levels.
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 National Pollutant Discharge Elimination System (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 aboveground storage tank locations. The findings of these investigations indicated that the estimated cost to remediate these sites is expected to be incurred over the next several years. At March 31, 2020 and December 31, 2019, DTE Electric had $8 million accrued for remediation. Any change in assumptions, such as remediation techniques, nature and extent of contamination, and regulatory requirements, could impact the estimate of remedial action costs for the sites and affect DTE Electric’s financial position and cash flows. DTE Electric believes the likelihood of a material change to the accrued amount is remote based on current knowledge of the conditions at each site.

48

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

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 $592 million of capital expenditures.
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 will submit 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 National Pollutant Discharge Elimination System (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 flue gas desulfurization (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 flue gas desulfurization 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
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 March 31, 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.

49

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

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.
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 state implementation plan (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. State implementation plan 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 March 31, 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 March 31, 2020 was $547 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 March 31, 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.

50

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

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 March 31, 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.
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 $56 million at March 31, 2020. Payments under these guarantees are considered remote.
DTE Energy is periodically required to obtain performance surety bonds in support of obligations to various governmental entities and other companies in connection with its operations. As of March 31, 2020, DTE Energy had $122 million of performance bonds outstanding. In the event that such bonds are called for nonperformance, DTE Energy would be obligated to reimburse the issuer of the performance bond. DTE Energy is released from the performance bonds as the contractual performance is completed and does not believe that a material amount of any currently outstanding performance bonds will be called.
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 March 31, 2020 is $49 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 5,300 represented employees, including DTE Electric's approximate 2,900 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. As of March 31, 2020, PG&Es account is substantially current and outstanding accounts receivable from PG&E are not material. Therefore, DTE Energy determined no reserve was necessary.

51

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

As of March 31, 2020, the book value of long-lived assets and operating lease right-of-use assets used in producing electric output for sale to PG&E was approximately $100 million and $7 million, respectively. The Power and Industrial Projects segment also has equity investments, including a note receivable, of approximately $69 million in entities that sell power to PG&E. In January 2019, following the bankruptcy filing, DTE Energy performed an impairment analysis on its long-lived assets. Based on its undiscounted cash flow projections, DTE Energy determined it did not have an impairment loss as of December 31, 2018. DTE Energy also determined there was not an other-than-temporary decline in its equity investments. DTE has not identified subsequent facts or circumstances that would cause a change to these conclusions through March 31, 2020. DTE Energy's assumptions and conclusions may change, and it could have impairment losses if any of the terms of the contracts are not honored by PG&E or the contracts are rejected through the bankruptcy process.
COVID-19 Pandemic
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 operating costs, customer demand, and recoverability of assets that could materially impact the Registrants financial results. At this time, the Registrants cannot predict the ultimate impact of these factors to our Consolidated Financial Statements, as future developments involving the severity of COVID-19, actions to contain or treat its impact, and the extent to which normal economic and operating conditions can resume are 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 March 31,
 
2020
 
2019
 
2020
 
2019
 
(In millions)
Service cost
$
25

 
$
21

 
$
6

 
$
5

Interest cost
46

 
55

 
14

 
18

Expected return on plan assets
(83
)
 
(81
)
 
(32
)
 
(31
)
Amortization of:
 
 
 
 
 
 
 
Net actuarial loss
43

 
32

 
5

 
3

Prior service credit
—

 
—

 
(5
)
 
(2
)
Net periodic benefit cost (credit)
$
31

 
$
27

 
$
(12
)
 
$
(7
)

52

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

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 nonqualified 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 nonqualified pension benefit costs. DTE Electric's allocated portion of pension benefit costs included in capital expenditures and operating and maintenance expense were $26 million and $23 million for the three months ended March 31, 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:
 
Other Postretirement Benefits
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Service cost
$
5

 
$
4

Interest cost
11

 
13

Expected return on plan assets
(22
)
 
(21
)
Amortization of:
 
 
 
Net actuarial loss
3

 
1

Prior service credit
(4
)
 
(1
)
Net periodic benefit credit
$
(7
)
 
$
(4
)

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.

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.

53

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

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 March 31,
 
2020
 
2019
 
(In millions)
Electric
$
15

 
$
14

Gas
4

 
2

Gas Storage and Pipelines
4

 
3

Power and Industrial Projects
94

 
145

Energy Trading
6

 
7

Corporate and Other
1

 
1

 
$
124

 
$
172



54

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 March 31,
 
2020
 
2019
 
(In millions)
Operating Revenues — Utility operations
 
 
 
Electric
$
1,212

 
$
1,235

Gas
540

 
645

Operating Revenues — Non-utility operations
 
 
 
Electric
4

 
—

Gas Storage and Pipelines
170

 
116

Power and Industrial Projects
307

 
388

Energy Trading
913

 
1,301

Corporate and Other
—

 
1

Reconciliation and Eliminations
(124
)
 
(172
)
Total
$
3,022

 
$
3,514


 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Net Income (Loss) Attributable to DTE Energy by Segment:
 
 
 
Electric
$
94

 
$
147

Gas
121

 
151

Gas Storage and Pipelines
72

 
48

Power and Industrial Projects
30

 
26

Energy Trading
34

 
32

Corporate and Other
(11
)
 
(3
)
Net Income Attributable to DTE Energy Company
$
340

 
$
401




55


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 March 31,
 
2020
 
2019
 
(In millions, except per share amounts)
Net Income Attributable to DTE Energy Company
$
340

 
$
401

Diluted Earnings per Common Share
$
1.76

 
$
2.19

The decrease in Net Income for the first quarter was primarily due to lower earnings in the Electric and Gas segments, partially offset by higher earnings in the Gas Storage and Pipelines 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 has taken certain safety precautions, including directing employees to work remotely whenever possible and pausing all non-critical construction projects. DTE Energy has complied with Michigan and other states' "stay-at-home" orders, which require employees to stay home unless their work is necessary to sustain or protect life, such as providing safe and reliable energy.
The spread of COVID-19 and efforts to contain the virus have resulted in closures and reduced operations of businesses, governmental agencies, and other institutions. This has also contributed to disruption and volatility in the financial markets. For certain non-qualified benefit plan trusts for which gains and losses affect earnings, this impact to financial markets resulted in pre-tax investment losses of $31 million for the Electric segment and $3 million for the Gas segment for the three months ended March 31, 2020.
Other impacts from the COVID-19 pandemic have included decreased demand within the Electric segment, which contributed to lower base sales for the quarter, and lower production within the Power and Industrial Projects segment, due to certain customers reducing their operations. The allowance for doubtful accounts was also increased for our utility customers. These impacts were not material to the Registrants' financial results for the three months ended March 31, 2020.
Please see detailed explanations of segment performance in the following "Results of Operations" section.
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.

56


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 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. Six of these coal-fired generating units will be retired through 2022 at the Trenton Channel, River Rouge, and St. Clair facilities. The remaining coal-fired generating units at the Belle River and Monroe facilities are expected to be retired by 2040. The retired facilities will be replaced with renewables, energy 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.
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."

57


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. At this time, the Registrants cannot predict the ultimate impact of these factors to our Consolidated Financial Statements, as future developments involving the severity of COVID-19, actions to contain or treat its impact, and the extent to which normal economic and operating conditions can resume are highly uncertain.
DTE Energy will also monitor and evaluate the impact of any regulatory and legislative activities related to the COVID-19 pandemic, including the MPSC order on April 15, 2020 which authorized the deferral of certain uncollectible expenses. Refer to Note 6 to the Consolidated Financial Statements, "Regulatory Matters," for further detail regarding the order.

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.

58


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 March 31,
 
2020
 
2019
 
(In millions)
Net Income (Loss) Attributable to DTE Energy by Segment
 
 
 
Electric
$
94

 
$
147

Gas
121

 
151

Gas Storage and Pipelines
72

 
48

Power and Industrial Projects
30

 
26

Energy Trading
34

 
32

Corporate and Other
(11
)
 
(3
)
Net Income Attributable to DTE Energy Company
$
340

 
$
401

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 March 31,
 
2020
 
2019
 
(In millions)
Operating Revenues — Utility operations
$
1,212

 
$
1,235

Fuel and purchased power — utility
294

 
346

Utility Margin
918

 
889

Operating Revenues — Non-utility operations
4

 
—

Operation and maintenance
356

 
352

Depreciation and amortization
261

 
221

Taxes other than income
83

 
84

Operating Income
222

 
232

Other (Income) and Deductions
115

 
56

Income Tax Expense
13

 
29

Net Income Attributable to DTE Energy Company
$
94

 
$
147

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.

59


Utility Margin increased $29 million in the three months ended March 31, 2020. 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
 
(In millions)
Implementation of new rates
$
68

Base sales
(5
)
Regulatory mechanism — TRM
(13
)
Weather
(33
)
Other regulatory mechanisms and other
12

Increase in Utility Margin
$
29

 
Three Months Ended March 31,
 
2020
 
2019
 
(In thousands of MWh)
DTE Electric Sales
 
 
 
Residential
3,570

 
3,688

Commercial
3,909

 
4,077

Industrial
2,302

 
2,460

Other
60

 
63

 
9,841

 
10,288

Interconnection sales(a)
408

 
1,030

Total DTE Electric Sales
10,249

 
11,318

 
 
 
 
DTE Electric Deliveries
 
 
 
Retail and wholesale
9,841

 
10,288

Electric retail access, including self-generators(b)
1,043

 
1,120

Total DTE Electric Sales and Deliveries
10,884

 
11,408

______________________________
(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 $4 million in the three months ended March 31, 2020 due to renewable energy projects acquired by DTE Sustainable Generation in September 2019.
Operation and maintenance expense increased $4 million in the three months ended March 31, 2020. The increase was primarily due to $10 million higher generation expense, partially offset by $6 million of lower benefit costs.
Depreciation and amortization expense increased $40 million in the three months ended March 31, 2020. The increase was primarily due to a higher utility depreciable base of $47 million and a $3 million increase resulting from new non-utility assets at DTE Sustainable Generation, partially offset by a decrease of $10 million associated with the TRM.
Other (Income) and Deductions increased $59 million in the three months ended March 31, 2020. The increase was primarily due to a change in investment earnings (loss of $31 million in 2020 compared to a gain of $17 million in 2019) and $7 million of higher interest expense.
Income Tax Expense decreased $16 million in the three months ended March 31, 2020 primarily due to lower earnings and amortization of the TCJA regulatory liability.
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.

60


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 requests an increase in return on equity from 10.0% to 10.5% and includes projected changes in sales and operating and maintenance expenses. A final MPSC order in this case is expected by May 2020. 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 March 31,
 
2020
 
2019
 
(In millions)
Operating Revenues — Utility operations
$
540

 
$
645

Cost of gas — utility
178

 
241

Utility Margin
362

 
404

Operation and maintenance
121

 
128

Depreciation and amortization
37

 
35

Taxes other than income
25

 
24

Operating Income
179

 
217

Other (Income) and Deductions
22

 
16

Income Tax Expense
36

 
50

Net Income Attributable to DTE Energy Company
$
121

 
$
151

Utility Margin decreased $42 million in the three months ended March 31, 2020. Revenues associated with certain mechanisms and surcharges are offset by related expenses elsewhere in DTE Energy's Consolidated Statements of Operations.
The following table details changes in various Utility Margin components relative to the comparable prior period:
 
Three Months
 
(In millions)
Weather
$
(43
)
TCJA rate reduction liability
(6
)
Infrastructure recovery mechanism
8

Other regulatory mechanisms and other
(1
)
Increase (decrease) in Utility Margin
$
(42
)
 
Three Months Ended March 31,
 
2020
 
2019
 
(In Bcf)
Gas Markets
 
 
 
Gas sales
58

 
69

End-user transportation
57

 
58

 
115

 
127

Intermediate transportation
128

 
127

Total Gas sales
243

 
254

Operation and maintenance expense decreased $7 million in the three months ended March 31, 2020 primarily due to lower gas operations expense.

61


Other (Income) and Deductions increased $6 million in the three months ended March 31, 2020 primarily due to a change in investment earnings (loss of $3 million in 2020 compared to a gain of $2 million in 2019).
Income Tax Expense decreased $14 million in the three months ended March 31, 2020 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 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.  A final MPSC order in this case is expected by September 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 March 31,
 
2020
 
2019
 
(In millions)
Operating Revenues — Non-utility operations
$
170

 
$
116

Cost of sales — Non-utility
4

 
—

Operation and maintenance
28

 
25

Depreciation and amortization
36

 
22

Taxes other than income
5

 
3

Operating Income
97

 
66

Other (Income) and Deductions
(3
)
 
(6
)
Income Tax Expense
26

 
18

Net Income
74

 
54

Less: Net Income Attributable to Noncontrolling Interests
2

 
6

Net Income Attributable to DTE Energy Company
$
72

 
$
48

Operating Revenues — Non-utility operations increased $54 million in the three months ended March 31, 2020 primarily due to the acquisition of Blue Union.
Cost of sales — Non-utility increased $4 million in the three months ended March 31, 2020 primarily due to the acquisition of Blue Union.
Operation and maintenance expense increased $3 million in the three months ended March 31, 2020. The increase was primarily due to the acquisition of Blue Union, partially offset by cost savings initiatives.
Depreciation and amortization expense increased $14 million in the three months ended March 31, 2020 primarily due to the acquisition of Blue Union.
Other (Income) and Deductions decreased $3 million in the three months ended March 31, 2020. The decrease was primarily due to interest expense related to the Blue Union acquisition, partially offset by higher pipeline earnings.
Income Tax Expense increased $8 million in the three months ended March 31, 2020 primarily due to higher earnings.

62


Net Income Attributable to Noncontrolling Interests decreased $4 million in the three months ended March 31, 2020. The decrease 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.
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 March 31,
 
2020
 
2019
 
(In millions)
Operating Revenues — Non-utility operations
$
307

 
$
388

Fuel, purchased power, and gas — non-utility
225

 
304

Non-utility Margin
82

 
84

Operation and maintenance
69

 
81

Depreciation and amortization
18

 
17

Taxes other than income
4

 
4

Asset (gains) losses and impairments, net
(10
)
 
—

Operating Income (Loss)
1

 
(18
)
Other (Income) and Deductions
(19
)
 
(27
)
Income Taxes
 
 
 
Expense
5

 
3

Production Tax Credits
(15
)
 
(21
)
 
(10
)
 
(18
)
Net Income
30

 
27

Less: Net Income Attributable to Noncontrolling Interests
—

 
1

Net Income Attributable to DTE Energy Company
$
30

 
$
26

Operating Revenues — Non-utility operations decreased $81 million in the three months ended March 31, 2020. The decrease was due to the following:
 
Three Months
 
(In millions)
Lower production in the REF business
$
(69
)
Lower demand and prices in the Steel business
(11
)
Other
(1
)
 
$
(81
)

63


Non-utility Margin decreased $2 million in the three months ended March 31, 2020. The decrease was due to the following:
 
Three Months
 
(In millions)
Lower demand and prices in the Steel business
$
(4
)
New projects offset by lower demand in the On-site business
1

New project in the Renewables business
1

 
$
(2
)
Operation and maintenance expense decreased $12 million in the three months ended March 31, 2020 primarily due to lower maintenance spending and lower production in the REF business.
Asset (gains) losses and impairments, net increased $10 million in the three months ended March 31, 2020. The increase 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 decreased $8 million in the three months ended March 31, 2020. The decrease in the first quarter was primarily due to lower production in the REF business and insurance proceeds received in 2019 in the Renewables business.
Income Taxes — Production Tax Credits decreased $6 million in the three months ended March 31, 2020 primarily due to lower production in the REF business.
Outlook — 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 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.
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 March 31,
 
2020
 
2019
 
(In millions)
Operating Revenues — Non-utility operations
$
913

 
$
1,301

Purchased power and gas — non-utility
841

 
1,235

Non-utility Margin
72

 
66

Operation and maintenance
23

 
19

Depreciation and amortization
1

 
1

Taxes other than income
2

 
2

Operating Income
46

 
44

Other (Income) and Deductions
1

 
1

Income Tax Expense
11

 
11

Net Income Attributable to DTE Energy Company
$
34

 
$
32

Operating Revenues — Non-utility operations decreased $388 million in the three months ended March 31, 2020 primarily due to a decrease in gas prices in the gas structured strategy.

64


Non-utility Margin increased $6 million in the three months ended March 31, 2020. The following table details changes in Non-utility margin relative to the comparable prior period:
 
Three Months
 
(In millions)
Unrealized Margins(a)
 
Favorable results, primarily in environmental trading and gas structured strategies
$
54

Unfavorable results, primarily in the gas transportation strategy(b)
(29
)
 
25

Realized Margins(a)
 
Favorable results, primarily in power trading and gas storage strategies
17

Unfavorable results, primarily in gas structured and environmental trading strategies(c)
(36
)
 
(19
)
Increase in Non-utility Margin
$
6

_______________________________________
(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 $15 million of timing related losses related to gas strategies which will reverse in future periods as the underlying contracts settle.
(c)
Amount includes $7 million of timing related gains related to gas strategies recognized in previous periods that reversed as the underlying contracts settled.
Outlook — In the near-term, Energy Trading expects market conditions to remain challenging. 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 $11 million for the three months ended March 31, 2020 represents an increase of $8 million from the net loss of $3 million in the comparable 2019 period. The increase was primarily due to lower excess tax benefits on stock-based compensation and effective income tax rate adjustments.

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.

65


 
Three Months Ended March 31,
 
2020
 
2019
 
(in millions)
Cash, Cash Equivalents, and Restricted Cash, Beginning
$
93

 
$
76

Net cash from operating activities
1,061

 
752

Net cash used for investing activities
(1,342
)
 
(748
)
Net cash from (used for) financing activities
864

 
(19
)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash
583

 
(15
)
Cash, Cash Equivalents, and Restricted Cash, Ending
$
676

 
$
61

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 $309 million in 2020. The increase is primarily due to an increase in cash flow from working capital items and an increase in Deferred income taxes.
The change in working capital items in 2020 was primarily related to a decrease in cash used for Accounts payable, Accrued pension costs, and Other current and noncurrent assets and liabilities, partially offset by an increase in cash used for Regulatory assets and liabilities and Inventories.
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 $594 million in 2020 primarily due to higher Plant and equipment expenditures and new acquisitions, as described in Note 4 to the Consolidated Financial Statements.
Cash from (used for) Financing Activities
DTE Energy relies on both short-term borrowing and long-term financing as a source of funding for capital requirements not satisfied by its operations.
DTE Energy's strategy is to have a targeted debt portfolio blend of fixed and variable interest rates and maturity. DTE Energy 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 $883 million in 2020 primarily due to an increase in issuance of long-term and short-term debt, partially offset by an increase in redemptions of long-term debt.

66


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 $0.4 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 unsecured term loans or long-term debt.
DTE Energy has approximately $2.5 billion of available liquidity at March 31, 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, and coal) and the provisions and maturities of the underlying transactions. As of March 31, 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 $381 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 three months ended March 31, 2020, concerns over the pandemic led to a lack of 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.
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."

67


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
$
5

Reclassified to realized upon settlement
(20
)
Changes in fair value recorded to income
52

Amounts recorded to unrealized income
32

Changes in fair value recorded in regulatory liabilities
(2
)
MTM at March 31, 2020
$
35

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
 
$
(34
)
 
$
(6
)
 
$
(2
)
 
$
(1
)
 
$
(43
)
Level 2
 
23

 
23

 
3

 
5

 
54

Level 3
 
23

 
10

 
11

 
(20
)
 
24

MTM before collateral adjustments
 
$
12

 
$
27

 
$
12

 
$
(16
)
 
35

Collateral adjustments
 
 
 
 
 
 
 
 
 
—

MTM at March 31, 2020
 
 
 
 
 
 
 
 
 
$
35



68


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 pre-determined 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. As of March 31, 2020, PG&Es account is substantially current and outstanding accounts receivable from PG&E are not material. Therefore, DTE Energy determined no reserve was necessary.
As of March 31, 2020, the book value of long-lived assets and operating lease right-of-use assets used in producing electric output for sale to PG&E was approximately $100 million. The Power and Industrial Projects segment also has equity investments, including a note receivable, of approximately $69 million in entities that sell power to PG&E. In January 2019, following the bankruptcy filing, DTE Energy performed an impairment analysis on its long-lived assets. Based on its undiscounted cash flow projections, DTE Energy determined it did not have an impairment loss as of December 31, 2018. DTE Energy also determined there was not an other-than-temporary decline in its equity investments. DTE has not identified subsequent facts or circumstances that would cause a change to these conclusions through March 31, 2020. DTE Energy's assumptions and conclusions may change, and it could have impairment losses if any of the terms of the contracts are not honored by PG&E or the contracts are rejected through the bankruptcy process.
Allowance for Doubtful Accounts
The Registrants regularly review contingent matters relating to customers and their contracts and record provisions for amounts considered at risk of probable loss in the allowance for doubtful accounts. The Registrants believe their accrued amounts are adequate for probable loss.

69


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 March 31, 2020:
 
Credit Exposure
Before Cash
Collateral
 
Cash
Collateral
 
Net Credit
Exposure
 
(In millions)
Investment Grade(a)
 
 
 
 
 
A- and Greater
$
213

 
$
—

 
$
213

BBB+ and BBB
187

 
—

 
187

BBB-
17

 
—

 
17

Total Investment Grade
417

 
—

 
417

Non-investment grade(b)
4

 
—

 
4

Internally Rated — investment grade(c)
362

 
(1
)
 
361

Internally Rated — non-investment grade(d)
20

 
—

 
20

Total
$
803

 
$
(1
)
 
$
802

_______________________________________
(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 17% 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 13% 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 1% of the total gross credit exposure.
Other
The Registrants engage in business with customers that are non-investment grade. The Registrants closely monitor the credit ratings of these customers and, when deemed necessary and permitted under the tariffs, request collateral or guarantees from such customers to secure their obligations.
Interest Rate Risk
DTE Energy is subject to interest rate risk in connection with the issuance of debt. In order to manage interest costs, DTE Energy may use treasury locks and interest rate swap agreements. DTE Energy's exposure to interest rate risk arises primarily from changes in U.S. Treasury rates, commercial paper rates, and LIBOR. As of March 31, 2020, DTE Energy had a floating rate debt-to-total debt ratio of 6.10%.
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 2024.

70


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 March 31, 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 March 31,
 
As of March 31,
 
 
Activity
 
2020
 
2019
 
2020
 
2019
 
Change in the Fair Value of
 
 
(In millions)
 
 
Environmental contracts
 
$
(4
)
 
$
—

 
$
2

 
$
—

 
Commodity contracts
Gas contracts
 
$
18

 
$
20

 
$
(18
)
 
$
(20
)
 
Commodity contracts
Power contracts
 
$
5

 
$
1

 
$
(5
)
 
$
(3
)
 
Commodity contracts
Interest rate risk — DTE Energy
 
$
(701
)
 
$
(636
)
 
$
731

 
$
683

 
Long-term debt
Interest rate risk — DTE Electric
 
$
(328
)
 
$
(310
)
 
$
351

 
$
335

 
Long-term debt
For further discussion of market risk, see Note 9 to the Consolidated Financial Statements, "Financial and Other Derivative Instruments."


71


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 March 31, 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 March 31, 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 March 31, 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 March 31, 2020 that have materially affected, or are reasonably likely to materially affect, DTE Electric's internal control over financial reporting.


72


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 three months ended March 31, 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 an economic slowdown, and could lead to a recession, result in significant disruptions in various public, commercial or industrial activities and cause employee absences which could interfere with operation and maintenance of the Registrants' facilities. Travel bans and restrictions, quarantines, and shelter-in-place orders (including those in effect in our service areas in the State of Michigan) 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 significantly reduce the use of electricity and gas by our customers. We have experienced lower sales volumes in some operating segments, 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.

73


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 March 31, 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
01/01/20 - 01/31/20
7,802

 
$
119.17

 
—

 
—

 
—

02/01/20 - 02/29/20
35,055

 
$
132.61

 
—

 
—

 
—

03/01/20 - 03/31/20
—

 
$
—

 
—

 
—

 
—

Total
42,857

 
 
 
—

 
 
 
 
_______________________________________
(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.

74


Item 6. Exhibits
Exhibit Number
 
Description
 
DTE
Energy
 
DTE
Electric
 
 
 
 
 
 
 
 
 
(i) Exhibits filed herewith:
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental Indenture dated as of February 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. (2020 Series A and B)
 
X
 
X
 
 
 
 
 
 
 
 
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. (2020 Series C)
 
X
 
X
 
 
 
 
 
 
 
 
Transition and Separation Agreement between Peter Oleksiak and DTE Energy Corporate Services, LLC, for the benefit of DTE Energy Company dated March 23, 2020
 
X
 
 
 
 
 
 
 
 
 
 
Fourth Amendment to the DTE Energy Company Executive Supplemental Retirement Plan (Amended and Restated Effective January 1, 2005) dated as of March 13, 2020
 
X
 
 
 
 
 
 
 
 
 
 
Term Loan Credit Agreement, dated as of March 24, 2020, by and among DTE Energy Company and the lenders party thereto, US. Bank National Association as Administrative Agent and Sole Book Runner and U.S. Bank National Association, KeyBanc Capital Markets Inc. and PNC Capital Markets LLC, as Joint Lead Arrangers
 
X
 
 
 
 
 
 
 
 
 
 
Term Loan Credit Agreement, dated as of March 27, 2020, by and among DTE Energy Company and the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and JPMorgan Chase Bank, N.A., as Lead Arranger and Sole Book Runner
 
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
 
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
 
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
 
X
 
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
 
 
 
 
 
 
 

75


Exhibit Number
 
Description
 
DTE
Energy
 
DTE
Electric
 
 
 
 
 
 
 
 
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


76


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:
April 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)

77
 EX-4.314 2 a20200331ex4314.htm SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 1, 2020 Exhibit
Exhibit 4.314








INDENTURE

DATED AS OF February 1, 2020
_______________

DTE ELECTRIC COMPANY
formerly known as
The Detroit Edison Company
(One Energy Plaza, Detroit, Michigan 48226)

TO

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(719 Griswold Street, Suite 930, Detroit, Michigan 48226)

AS TRUSTEE
_______________

SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924

PROVIDING FOR

(A) GENERAL AND REFUNDING MORTGAGE BONDS,
2020 SERIES A AND 2020 SERIES B

AND

(B) RECORDING AND FILING DATA

1


TABLE OF CONTENTS*

 
   PAGE
PARTIES
3
RECITALS
3
           Original Indenture and Supplemental Indentures
3
           Issue of Bonds Under Indenture
4
           Bonds Heretofore Issued
4
           Reason for Creation of New Series
11
           Bonds to be 2020 Series A and 2020 Series B
11
          Further Assurance
11
           Authorization of Supplemental Indenture
11
           Consideration for Supplemental Indenture
12
PART I. CREATION OF THREE HUNDRED EIGHTIETH SERIES OF BONDS,
               GENERAL AND REFUNDING MORTGAGE BONDS, 2020 SERIES A


12
           Sec. 1. Terms of Bonds of 2020 Series A
12
           Sec. 2. Redemption of Bonds of 2020 Series A
14
         Sec. 3. Exchange and Transfer
16
           Sec. 4. Form of Bonds of 2020 Series A
16
           Form of Trustee’s Certificate
20
PART II. CREATION OF THREE HUNDRED EIGHTY-FIRST SERIES OF BONDS,
              GENERAL AND REFUNDING MORTGAGE BONDS, 2020 SERIES B


    21
           Sec. 1. Terms of Bonds of 2020 Series B
21
           Sec. 2. Redemption of Bonds of 2020 Series B
22
         Sec. 3. Exchange and Transfer
24
           Sec. 4. Form of Bonds of 2020 Series B
24
         Form of Trustee’s Certificate
28
PART III. RECORDING AND FILING DATA
29
           Recording and Filing of Original Indenture
29
           Recording and Filing of Supplemental Indentures
29
         Recording and Filing of Supplemental Indenture Dated as of February 1, 2019
34
           Recording of Certificates of Provision for Payment
34
PART IV. THE TRUSTEE
34
           Terms and Conditions of Acceptance of Trust by Trustee
34
PART V. MISCELLANEOUS
35
           Confirmation of Section 318(c) of Trust Indenture Act
35
           Execution in Counterparts
35
EXECUTION
35
           Testimonium
35
           Execution by Company
36
           Acknowledgment of Execution by Company
37
           Execution by Trustee
38
           Acknowledgment of Execution by Trustee
39
           Affidavit as to Consideration and Good Faith
40

2


—————————
*
This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture.






PARTIES.
SUPPLEMENTAL INDENTURE, dated as of the 1st day of February, in the year 2020, between DTE ELECTRIC COMPANY, formerly known as The Detroit Edison Company, a corporation organized and existing under the laws of the State of Michigan and a public utility (hereinafter called the “Company”), party of the first part, and The Bank of New York Mellon Trust Company, N.A., a trust company organized and existing under the laws of the United States, having a corporate trust agency office at 719 Griswold Street, Suite 930, Detroit, Michigan 48226, as successor Trustee under the Mortgage and Deed of Trust hereinafter mentioned (hereinafter called the “Trustee”), party of the second part.
 
 
ORIGINAL INDENTURE AND SUPPLEMENTAL
INDENTURES.
WHEREAS, the Company has heretofore executed and delivered its Mortgage and Deed of Trust (hereinafter referred to as the “Original Indenture”), dated as of October 1, 1924, to the Trustee, for the security of all bonds of the Company outstanding thereunder, and pursuant to the terms and provisions of the Original Indenture, indentures dated as of, respectively, June 1, 1925, August 1, 1927, February 1, 1931, June 1, 1931, October 1, 1932, September 25, 1935, September 1, 1936, November 1, 1936, February 1, 1940, December 1, 1940, September 1, 1947, March 1, 1950, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, June 1, 1959, December 1, 1966, October 1, 1968, December 1, 1969, July 1, 1970, December 15, 1970, June 15, 1971, November 15, 1971, January 15, 1973, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975, December 15, 1975, February 1, 1976, June 15, 1976, July 15, 1976, February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978, October 15, 1978, March 15, 1979, July 1, 1979, September 1, 1979, September 15, 1979, January 1, 1980, April 1, 1980, August 15, 1980, August 1, 1981, November 1, 1981, June 30, 1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May 15, 1985, October 15, 1985, April 1, 1986, August 15, 1986, November 30, 1986, January 31, 1987, April 1, 1987, August 15, 1987, November 30, 1987, June 15, 1989, July 15, 1989, December 1, 1989, February 15, 1990, November 1, 1990, April 1, 1991, May 1, 1991, May 15, 1991, September 1, 1991, November 1, 1991, January 15, 1992, February 29, 1992, April 15, 1992, July 15, 1992, July 31, 1992, November 30, 1992, December 15, 1992, January 1, 1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26, 1993, May 31, 1993, June 30, 1993, June 30, 1993, September 15, 1993, March 1, 1994, June 15, 1994, August 15, 1994, December 1, 1994, August 1, 1995, August 1, 1999, August 15, 1999, January 1, 2000, April 15, 2000, August 1, 2000, March 15, 2001, May 1, 2001, August 15, 2001, September 15, 2001, September 17, 2002, October 15, 2002, December 1, 2002, August 1, 2003, March 15, 2004, July 1, 2004, February 1, 2005, April 1, 2005, August 1, 2005, September 15, 2005, September 30, 2005, May 15, 2006, December 1, 2006, December 1, 2007, April 1, 2008, May 1, 2008, June 1, 2008, July 1, 2008, October 1, 2008, December 1, 2008, March 15, 2009, November 1, 2009, August 1, 2010, September 1, 2010, December 1, 2010, March 1, 2011, May 15, 2011, August 1, 2011, August 15, 2011, September 1, 2011, June 20, 2012, March 15, 2013, August 1, 2013 June 1, 2014, July 1, 2014, March 1, 2015, May 1, 2016, August 1, 2017, May 1, 2018, and February 1, 2019 supplemental to the Original Indenture, have heretofore been entered into between the Company and the Trustee (the Original Indenture and all indentures supplemental thereto together being hereinafter sometimes referred to as the “Indenture”); and
 
 

3


ISSUE OF BONDS UNDER INDENTURE.
WHEREAS, the Indenture provides that said bonds shall be issuable in one or more series, and makes provision that the rates of interest and dates for the payment thereof, the date of maturity or dates of maturity, if of serial maturity, the terms and rates of optional redemption (if redeemable), the forms of registered bonds without coupons of any series and any other provisions and agreements in respect thereof, in the Indenture provided and permitted, as the Board of Directors may determine, may be expressed in a supplemental indenture to be made by the Company to the Trustee thereunder; and
 
 
BONDS HERETOFORE ISSUED.
WHEREAS, bonds in the principal amount of Nineteen billion, four hundred three million, fifty-seven thousand dollars ($19,403,057,000) have heretofore been issued under the indenture as follows, viz:
 
 
 
 
(1)
Bonds of Series A
— Principal Amount $26,016,000,
 
 
 
 
 
(2)
Bonds of Series B
— Principal Amount $23,000,000,
 
 
 
 
 
(3)
Bonds of Series C
— Principal Amount $20,000,000,
 
 
 
 
 
(4)
Bonds of Series D
— Principal Amount $50,000,000,
 
 
 
 
 
(5)
Bonds of Series E
— Principal Amount $15,000,000,
 
 
 
 
 
(6)
Bonds of Series F
— Principal Amount $49,000,000,
 
 
 
 
 
(7)
Bonds of Series G
— Principal Amount $35,000,000,
 
 
 
 
 
(8)
Bonds of Series H
— Principal Amount $50,000,000,
 
 
 
 
 
(9)
Bonds of Series I
— Principal Amount $60,000,000,
 
 
 
 
 
(10)
Bonds of Series J
— Principal Amount $35,000,000,
 
 
 
 
 
(11)
Bonds of Series K
— Principal Amount $40,000,000,
 
 
 
 
 
(12)
Bonds of Series L
— Principal Amount $24,000,000,
 
 
 
 
 
(13)
Bonds of Series M
— Principal Amount $40,000,000,
 
 
 
 
 
(14)
Bonds of Series N
— Principal Amount $40,000,000,
 
 
 
 
 
(15)
Bonds of Series O
— Principal Amount $60,000,000,
 
 
 
 
 
(16)
Bonds of Series P
— Principal Amount $70,000,000,
 
 
 
 
 
(17)
Bonds of Series Q
— Principal Amount $40,000,000,
 
 
 
 
 
(18)
Bonds of Series W
— Principal Amount $50,000,000,
 
 
 
 
 
(19)
Bonds of Series AA
— Principal Amount $100,000,000,
 
 
 
 
 
(20)
Bonds of Series BB
— Principal Amount $50,000,000,
 
 
 
 


4


(21)
Bonds of Series CC
— Principal Amount $50,000,000,
 
 
 
(22)
Bonds of Series UU
— Principal Amount $100,000,000,
 
 
 
(54)
Bonds of Series DDP Nos. 1-9
— Principal Amount $14,305,000,
 
 
 
(77)
Bonds of Series FFR Nos. 1-14
— Principal Amount $45,600,000,
 
 
 
(113)
Bonds of Series GGP Nos. 1-22
— Principal Amount $42,300,000,
 
 
 
(68)
Bonds of Series HH
— Principal Amount $50,000,000,
 
 
 
(159)
Bonds of Series IIP Nos. 1-22
— Principal Amount $3,750,000,
 
 
 
(189)
Bonds of Series JJP Nos. 1-8
— Principal Amount $6,850,000,
 
 
 
(206)
Bonds of Series KKP Nos. 1-9
— Principal Amount $34,890,000,
 
 
 
(230)
Bonds of Series LLP Nos. 1-15
— Principal Amount $8,850,000,
 
 
 
(266)
Bonds of Series NNP Nos. 1-21
— Principal Amount $47,950,000,
 
 
 
(305)
Bonds of Series OOP Nos. 1-18
— Principal Amount $18,880,000,
 
 
 
(342)
Bonds of Series QQP Nos. 1-19
— Principal Amount $13,650,000,
 
 
 
(376)
Bonds of Series TTP Nos. 1-15
— Principal Amount $3,800,000,
 
 
 
(196)
Bonds of 1980 Series A
— Principal Amount $50,000,000,
 
 
 
(418)
Bonds of 1980 Series CP Nos. 1-25
— Principal Amount $35,000,000,
 
 
 
(454)
Bonds of 1980 Series DP Nos. 1-11
— Principal Amount $10,750,000,
 
 
 
(481)
Bonds of 1981 Series AP Nos. 1-16
— Principal Amount $124,000,000,
 
 
 
(249)
Bonds of 1985 Series A
— Principal Amount $35,000,000,
 
 
 
(250)
Bonds of 1985 Series B
— Principal Amount $50,000,000,
 
 
 
(251)
Bonds of Series PP
— Principal Amount $70,000,000,
 
 
 
(252)
Bonds of Series RR
— Principal Amount $70,000,000,
 
 
 
(253)
Bonds of Series EE
— Principal Amount $50,000,000,
 
 
 
(509)
Bonds of Series MMP and MMP No. 2
— Principal Amount $5,430,000,
 
 
 


5


(256)
Bonds of Series T
— Principal Amount $75,000,000,
 
 
 
(257)
Bonds of Series U
— Principal Amount $75,000,000,
 
 
 
(258)
Bonds of 1986 Series B
— Principal Amount $100,000,000,
 
 
 
(259)
Bonds of 1987 Series D
— Principal Amount $250,000,000,
 
 
 
(260)
Bonds of 1987 Series E
— Principal Amount $150,000,000,
 
 
 
(261)
Bonds of 1987 Series C
— Principal Amount $225,000,000,
 
 
 
(262)
Bonds of Series V
— Principal Amount $100,000,000,
 
 
 
(263)
Bonds of Series SS
— Principal Amount $150,000,000,
 
 
 
(264)
Bonds of 1980 Series B
— Principal Amount $100,000,000,
 
 
 
(265)
Bonds of 1986 Series C
— Principal Amount $200,000,000,
 
 
 
(266)
Bonds of 1986 Series A
— Principal Amount $200,000,000,
 
 
 
(267)
Bonds of 1987 Series B
— Principal Amount $175,000,000,
 
 
 
(268)
Bonds of Series X
— Principal Amount $100,000,000,
 
 
 
(269)
Bonds of 1987 Series F
— Principal Amount $200,000,000,
 
 
 
(270)
Bonds of 1987 Series A
— Principal Amount $300,000,000,
 
 
 
(271)
Bonds of Series Y
— Principal Amount $60,000,000,
 
 
 
(272)
Bonds of Series Z
— Principal Amount $100,000,000,
 
 
 
(273)
Bonds of 1989 Series A
— Principal Amount $300,000,000,
 
 
 
(274)
Bonds of 1984 Series AP
— Principal Amount $2,400,000,
 
 
 
(275)
Bonds of 1984 Series BP
— Principal Amount $7,750,000,
 
 
 
(276)
Bonds of Series R
— Principal Amount $100,000,000,
 
 
 
(277)
Bonds of Series S
— Principal Amount $150,000,000,
 
 
 
(278)
Bonds of 1993 Series D
— Principal Amount $100,000,000,
 
 
 
(279)
Bonds of 1992 Series E
— Principal Amount $50,000,000,
 
 
 
(280)
Bonds of 1993 Series B
— Principal Amount $50,000,000,
 
 
 
(281)
Bonds of 1989 Series BP
— Principal Amount $66,565,000,
 
 
 


6


(282)
Bonds of 1990 Series A
— Principal Amount $194,649,000,
 
 
 
(283)
Bonds of 1990 Series D
— Principal Amount $0,
 
 
 
(284)
Bonds of 1993 Series G
— Principal Amount $225,000,000,
 
 
 
(285)
Bonds of 1993 Series K
— Principal Amount $160,000,000,
 
 
 
(286)
Bonds of 1991 Series EP
— Principal Amount $41,480,000,
 
 
 
(287)
Bonds of 1993 Series H
— Principal Amount $50,000,000,
 
 
 
(288)
Bonds of 1999 Series D
— Principal Amount $40,000,000,
 
 
 
(289)
Bonds of 1991 Series FP
— Principal Amount $98,375,000,
 
 
 
(290)
Bonds of 1992 Series BP
— Principal Amount $20,975,000,
 
 
 
(291)
Bonds of 1992 Series D
— Principal Amount $300,000,000,
 
 
 
(292)
Bonds of 1992 Series CP
— Principal Amount $35,000,000,
 
 
 
(293)
Bonds of 1993 Series C
— Principal Amount $225,000,000,
 
 
 
(294)
Bonds of 1993 Series E
— Principal Amount $400,000,000,
 
 
 
(295)
Bonds of 1993 Series J
— Principal Amount $300,000,000,
 
 
 
(597)
Bonds of Series KKP Nos. 10-15
— Principal Amount $179,590,000,
 
 
 
(302)
Bonds of 1989 Series BP No. 2
— Principal Amount $36,000,000,
 
 
 
(303)
Bonds of 1993 Series FP
— Principal Amount $5,685,000,
 
 
 
(304)
Bonds of 1993 Series IP
— Principal Amount $5,825,000,
 
 
 
(305)
Bonds of 1994 Series AP
— Principal Amount $7,535,000,
 
 
 
(306)
Bonds of 1994 Series BP
— Principal Amount $12,935,000,
 
 
 
(307)
Bonds of 1994 Series DP
— Principal Amount $23,700,000,
 
 
 
(308)
Bonds of 1994 Series C
— Principal Amount $200,000,000,
 
 
 
(309)
Bonds of 2000 Series A
— Principal Amount $220,000,000,
 
 
 
(310)
Bonds of 2005 Series A
— Principal Amount $200,000,000,
 
 
 
(311)
Bonds of 1995 Series AP
— Principal Amount $97,000,000,
 
 
 
(312)
Bonds of 1995 Series BP
— Principal Amount $22,175,000,
 
 
 


7


(313)
Bonds of 2001 Series D
— Principal Amount $200,000,000,
 
 
 
(314)
Bonds of 2005 Series B
— Principal Amount $200,000,000,
 
 
 
(315)
Bonds of 2006 Series CT
— Principal Amount $68,500,000,
 
 
 
(316)
Bonds of 2005 Series DT
— Principal Amount $119,175,000,
 
 
 
(317)
Bonds of 1991 Series AP
— Principal Amount $32,375,000,
 
 
 
(318)
Bonds of 2008 Series DT
— Principal Amount $68,500,000,
 
 
 
(319)
Bonds of 1993 Series AP
— Principal Amount $65,000,000,
 
 
 
(320)
Bonds of 2001 Series E
— Principal Amount $500,000,000,
 
 
 
(321)
Bonds of 2001 Series AP
— Principal Amount $31,000,000,
 
 
 
(322)
Bonds of 1991 Series BP
— Principal Amount $25,910,000,
 
 
 
(323)
Bonds of 2001 Series BP
— Principal Amount $82,350,000,
 
 
 
(324)
Bonds of 1999 Series AP
— Principal Amount $118,360,000,
 
 
 
(325)
Bonds of 1999 Series CP
— Principal Amount $66,565,000,
 
 
 
(326)
Bonds of 1999 Series BP
— Principal Amount $39,745,000,
 
 
 
(327)
Bonds of 2001 Series CP
— Principal Amount $139,855,000,
 
 
 
(328)
Bonds of 2000 Series B
— Principal Amount $50,745,000,
 
 
 
(329)
Bonds of 2002 Series A
— Principal Amount $225,000,000,
 
 
 
(330)
Bonds of 2002 Series C
— Principal Amount $64,300,000,
 
 
 
(331)
Bonds of 2002 Series D
— Principal Amount $55,975,000,
 
 
 
(332)
Bonds of 2009 Series CT
— Principal Amount $65,000,000,
 
 
 
(333)
Bonds of 2003 Series A
— Principal Amount $49,000,000,
 
 
 
(334)
Bonds of 2008 Series J
— Principal Amount $250,000,000,
 
 
 
(335)
Bonds of 2008 Series LT
— Principal Amount $50,000,000
 
 
 
(336)
Bonds of 1990 Series C
— Principal Amount $85,475,000,
 
 
 
(337)
Bonds of 1990 Series F
— Principal Amount $0,
 
 
 
(338)
Bonds of 2011 Series AT
— Principal Amount $31,000,000,
 
 
 
(339)
Bonds of 2004 Series B
— Principal Amount $31,980,000,
 
 
 
(340)
Bonds of 2004 Series A
— Principal Amount $36,000,000,
 
 
 
(341)
Bonds of 2009 Series BT
— Principal Amount $68,5000,000
 
 
 
(342)
Bonds of 2004 Series D
— Principal Amount $200,000,000,
 
 
 
(343)
Bonds of 2005 Series AR
— Principal Amount $200,000,000,
 
 
 
(344)
Bonds of 2010 Series CT
— Principal Amount $19,855,000,
 
 
 
(345)
Bonds of 1990 Series B
— Principal Amount $256,932,000,
 
 
 
(346)
Bonds of 1990 Series E
— Principal Amount $0, and
 
 
 
(347)
Bonds of 2008 Series G
— Principal Amount $300,000 ,000
 
 
 
 
all of which have either been retired and cancelled, or no longer represent obligations of the Company, having matured or having been called for redemption and funds necessary to effect the payment, redemption and retirement thereof having been deposited with the Trustee as a special trust fund to be applied for such purpose;
 
 
(348)
Bonds of 1991 Series CP in the principal amount of Thirty-two million eight hundred thousand dollars ($32,800,000), all of which are outstanding at the date hereof;
 
 
(349)
Bonds of 1991 Series DP in the principal amount of Thirty-seven million six hundred thousand dollars ($37,600,000), all of which are outstanding at the date hereof;
 
 

8


(350)
Bonds of 1992 Series AP in the principal amount of Sixty-six million dollars ($66,000,000), all of which are outstanding at the date hereof;
 
 
(351)
Bonds of 2002 Series B in the principal amount of Two hundred twenty-fifty million dollars ($225,000,000) all of which are outstanding at the date hereof;
 
 
(352)
;
 
 
(353)
;
 
 
(354)
;
 
 
(355)
;
 
 
(356)
;
 
 
(357)
Bonds of 2008 Series ET in the principal amount of One hundred nineteen million one hundred seventy five dollars ($119,175,000) all of which fifty-nine million one hundred seventy-five thousand dollars ($59,175,000) are outstanding at the date hereof;
 
 


9


(358)
Bonds of 2008 Series KT in the principal amount of Thirty-two million three hundred seventy-five thousand dollars ($32,375,000) all of which are outstanding at the date hereof
 
 
(359)
Bonds of 2010 Series B in the principal amount of Three hundred million dollars ($300,000,000) all of which are outstanding at the date hereof
 
 
(360)
Bonds of 2010 Series A in the principal amount of Three hundred million dollars ($300,000,000) all of which are outstanding at the date hereof
 
 
(361)
Bonds of 2011 Series B in the principal amount of Two hundred fifty million dollars ($250,000,000) all of which are outstanding at the date hereof
 
 
(362)
Bonds of 2011 Series D in the principal amount of One hundred two million dollars ($102,000,000) all of which are outstanding at the date hereof
 
 
(363)
Bonds of 2011 Series E in the principal amount of Seventy seven million dollars ($77,000,000) all of which are outstanding at the date hereof
 
 
(364)
Bonds of 2011 Series F in the principal amount of Forty six million dollars ($46,000,000) all of which are outstanding at the date hereof
 
 
(365)
Bonds of 2011 Series GT in the principal amount of Eighty two million three hundred fifty thousand dollars ($82,350,000) all of which are outstanding at the date hereof
 
 
(366)
Bonds of 2011 Series H in the principal amount of One hundred forty million dollars ($140,000,000) all of which are outstanding at the date hereof
 
 
(367)
Bonds of 2012 Series A in the principal amount of Two hundred fifty million dollars ($250,000,000) all of which are outstanding at the date hereof
 
 
(368)
Bonds of 2012 Series B in the principal amount of Two hundred fifty million dollars ($250,000,000) all of which are outstanding at the date hereof
 
 
(369)
Bonds of 2013 Series A in the principal amount of Three hundred seventy five million dollars ($375,000,000) all of which are outstanding at the date hereof
 
 
(370)
Bonds of 2013 Series B in the principal amount of Four hundred million dollars ($400,000,000) all of which are outstanding at the date hereof
 
 
(371)
Bonds of 2014 Series A in the principal amount of one hundred million dollars ($100,000,000) all of which are outstanding at the date hereof
 
 
(372)
Bonds of 2014 Series B in the principal amount of One hundred fifty million dollars ($150,000,000) all of which are outstanding at the date hereof
 
 
(373)
Bonds of 2014 Series D in the principal amount of Three hundred and fifty million dollars ($350,000,000) all of which are outstanding at the date hereof;
 
 
(374)
Bonds of 2014 Series E in the principal amount of Three hundred and fifty million dollars ($350,000,000) all of which are outstanding at the date hereof;
 
 
(375)
Bonds of 2015 Series A in the principal amount of Five hundred million dollars ($500,000,000) all of which are outstanding at the date hereof;
 
 
(376
)
Bonds of 2016 Series A in the principal amount of Three hundred million dollars ($300,000,000) all of which are outstanding at the date hereof;
 
 
(377
)
Bonds of 2017 Series B in the principal amount of Four hundred forty million dollars ($440,000,000) all of which are outstanding at the date hereof;
 
 
(378)
Bonds of 2018 Series A in the principal amount of Five hundred twenty-five million dollars ($525,000,000) all of which are outstanding at the date hereof, and

 
 
(379)
Bond of 2019 Series A in the principal amount of Six hundred fifty million dollars ($650,000,000) all of which are outstanding at the date hereof,
 
 
 
 
 
accordingly, the Company has issued and has presently outstanding Seven billion, two hundred forty million, three hundred thousand dollars ($7,240,300,000) aggregate principal amount of its General and Refunding Mortgage Bonds (the “Bonds”) at the date hereof.


10


REASON FOR CREATION OF NEW SERIES.
WHEREAS, the Company desires to issue two new series of bonds pursuant to the Indenture; and
 
 
BONDS TO BE 2020 SERIES A AND 2020 SERIES B.
WHEREAS, the Company desires by this Supplemental Indenture to create two new series of bonds, to be designated “General and Refunding Mortgage Bonds, 2020 Series A,” in the aggregate principal amount of Six hundred million dollars ($600,000,000), and “General and Refunding Mortgage Bonds, 2020 Series B in the aggregate principal amount of Five hundred million dollars ($500,000,000), to be authenticated and delivered pursuant to Section 4 of Article III of the Indenture; and
 
 
FURTHER ASSURANCE.
WHEREAS, the Original Indenture, by its terms, includes in the property subject to the lien thereof all of the estates and properties, real, personal and mixed, rights, privileges and franchises of every nature and kind and wheresoever situate, then or thereafter owned or possessed by or belonging to the Company or to which it was then or at any time thereafter might be entitled in law or in equity (saving and excepting, however, the property therein specifically excepted or released from the lien thereof), and the Company therein covenanted that it would, upon reasonable request, execute and deliver such further instruments as may be necessary or proper for the better assuring and confirming unto the Trustee all or any part of the trust estate, whether then or thereafter owned or acquired by the Company (saving and excepting, however, property specifically excepted or released from the lien thereof); and
 
 
 
 
AUTHORIZATION OF SUPPLEMENTAL INDENTURE.
WHEREAS, the Company in the exercise of the powers and authority conferred upon and reserved to it under and by virtue of the provisions of the Indenture, and pursuant to resolutions of its Board of Directors, has duly resolved and determined to make, execute and deliver to the Trustee a supplemental indenture in the form hereof for the purposes herein provided; and
 
 
 
WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;
 
 
CONSIDERATION FOR SUPPLEMENTAL INDENTURE.
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That DTE Electric Company, in consideration of the premises and of the covenants contained in the Indenture and of the sum of One Dollar ($1.00) and other good and valuable consideration to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in the trusts under the Original Indenture and in said indentures supplemental thereto as follows:
 
 
 
PART I.

CREATION OF THREE HUNDRED EIGHTIETH
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2020 SERIES A

TERMS OF BONDS OF
2020 SERIES A.
SECTION 1. The Company hereby creates the three hundred eightieth series of bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title “General and Refunding Mortgage Bonds, 2020 Series A” (elsewhere herein referred to as the “bonds of 2020 Series A”). The aggregate principal amount of bonds of 2020 Series A shall be limited to Six hundred million dollars ($600,000,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds, and except further that the Company may, without the consent of any holder of the bonds of 2020 Series A, “reopen” the bonds of 2020 Series A, so long as any additional bonds of 2020 Series A have the same tenor and terms as the bonds of 2020 Series A established hereby.
 
 

11


 
The bonds of 2020 Series A shall be issued as registered bonds without coupons in denominations of $2,000 and any larger amount that is an integral multiple of $1,000. The bonds of 2020 Series A shall be issued in the aggregate principal amount of $600,000,000 shall mature on March 1, 2030 (subject to earlier redemption) and shall bear interest, payable semi-annually on March 1 and September 1 of each year (commencing September 1, 2020), at the rate of two and twenty-five hundredths percent (2.25%) per annum until the principal thereof shall have become due and payable and thereafter until the Company’s obligation with respect to the payment of said principal shall have been discharged as provided in the Indenture. The bonds of 2020 Series A will be issued in book-entry form through the facilities of The Depository Trust Company. Except as otherwise specifically provided in this Supplemental Indenture, the bonds of 2020 Series A shall be payable, as to principal, premium, if any, and interest, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.
 
 
 
Except as provided herein, each bond of 2020 Series A shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the March 1 or September 1 next preceding the date to which interest has been paid on bonds of 2020 Series A, unless the bond is authenticated on a date prior to September 1, 2020 in which case interest shall be payable from February 26, 2020.
 
 


12


 
The bonds of 2020 Series A in definitive form shall be, at the election of the Company, fully engraved or shall be lithographed or printed in authorized denominations as aforesaid and numbered R-1 and upwards (with such further designation as may be appropriate and desirable to indicate by such designation the form, series and denomination of bonds of 2020 Series A). Until bonds of 2020 Series A in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver in lieu thereof, bonds of 2020 Series A in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2020 Series A if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2020 Series A, but without a recital of redemption prices and with such omissions, insertions and variations as may be appropriate for temporary bonds, all as may be determined by the Company.
 
 
 
Interest on any bond of 2020 Series A that is payable on any interest payment date and is punctually paid or duly provided for shall be paid to the person in whose name that bond, or any previous bond to the extent evidencing the same debt as that evidenced by that bond, is registered at the close of business on the regular record date for such interest, which regular record date shall be the fifteenth calendar day (whether or not such day is a business day) immediately preceding the applicable interest payment date. If the Company shall default in the payment of the interest due on any interest payment date on the principal represented by any bond of 2020 Series A, such defaulted interest shall forthwith cease to be payable to the registered holder of that bond on the relevant regular record date by virtue of his having been such holder, and such defaulted interest may be paid to the registered holder of that bond (or any bond or bonds of 2020 Series A issued upon transfer or exchange thereof) on the date of payment of such defaulted interest or, at the election of the Company, to the person in whose name that bond (or any bond or bonds of 2020 Series A issued upon transfer or exchange thereof) is registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of bonds of 2020 Series A not less than ten (10) days preceding such subsequent record date, which subsequent record date shall be at least five (5) days prior to the payment date of such defaulted interest. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
 
 
 
Bonds of 2020 Series A, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.
 
 
 
If any interest payment date, date of redemption or the stated maturity for the bonds of 2020 Series A would otherwise be a day that is not a business day, payment of principal and/or interest or premium, if any, with respect to the bonds of 2020 Series A will be paid on the next succeeding business day with the same force and effect as if made on such date and no interest on such payment will accrue from and after such date
 
 
 
“Business day” means any day other than a day on which banking institutions in the State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close
 
 


13


REDEMPTION OF BONDS OF 2020 SERIES A.
SECTION 2. Bonds of 2020 Series A will be redeemable at the option of the Company, in whole at any time or in part from time to time at the redemption prices set forth below.
 
 
 
At any time prior to the Series A Par Call Date (as defined below), the optional redemption price will be equal to the greater of (i) 100% of the principal amount of the bonds of 2020 Series A to be redeemed on the redemption date and (ii) the sum of the present values of the remaining scheduled payments of principal and interest of the bonds of 2020 Series A to be redeemed that would be due if the bonds of 2020 Series A matured on the Series A Par call Date (not including any portion of any payments of interest accrued to the redemption date), in each case discounted from their respective scheduled payment dates to such redemption date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 15 basis points, as determined by the Quotation Agent (as defined below), plus, in each case, accrued and unpaid interest thereon to the redemption date.
 
 
 
At any time on or after the Series A Par Call Date (as defined below), the optional redemption price will be equal to 100% of the principal amount of the bonds of 2020 Series A to be redeemed on the redemption date plus accrued and unpaid interest thereon to the redemption date.
 
 
 
Notwithstanding the foregoing, installments of interest on the bonds of 2020 Series A that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
 
 
 
“Adjusted Treasury Rate” means, with respect to any optional redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such redemption date assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
 
 
 
“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the bonds of 2020 Series A (assuming, for this purpose, that the bonds of 2020 Series A mature on the Series A Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of such comparable maturity.
 
 
 
“Comparable Treasury Price” means, with respect to any optional redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.
 
 
 
“Series A Par Call Date” means December 1, 2029.
 
 
 
“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company.
 
 


14


 
“Reference Treasury Dealer” means (i) each of J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”) selected by MUFG Securities Americas Inc. (or their respective affiliates which are Primary Treasury Dealers), or their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealer(s) selected by the Company..
 
 
 
“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any optional redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.
 
 
 
The bonds of 2020 Series A shall be redeemable as aforesaid upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than sixty (60) days, prior to the date fixed for redemption to the registered holders of bonds of 2020 Series A so called for redemption at their last respective addresses appearing on the register thereof, but failure to mail such notice to the registered holders of any bonds of 2020 Series A designated for redemption shall not affect the validity of any such redemption of any other bonds of such series. Interest shall cease to accrue on any bonds of 2020 Series A (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 2020 Series A (or such portion) designated for redemption has been duly provided for. Bonds of 2020 Series A redeemed in part only shall be in amounts of $2,000 or any larger amount that is an integral multiple of $1,000.
 
 
 
If the giving of the notice of redemption shall have been completed, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited with the Trustee in trust funds (which shall have become available for payment to the holders of the bonds of 2020 Series A so to be redeemed) sufficient to redeem bonds of 2020 Series A in whole or in part, on the date fixed for redemption, then all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and interest due or to become due thereon shall cease and be discharged and the holders of such bonds of 2020 Series A (or portions thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or in respect of such bonds (or portions thereof) and interest.
 
 
 
The bonds of 2020 Series A shall not be entitled to or subject to any sinking fund and shall not be redeemable other than as provided in Section 2 hereof.
 
 
EXCHANGE AND TRANSFER.
SECTION 3. At the option of the registered holder, any bonds of 2020 Series A, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, together with a written instrument of transfer (if so required by the Company or by the Trustee) in form approved by the Company duly executed by the holder or by its duly authorized attorney, shall be exchangeable for a like aggregate principal amount of bonds of 2020 Series A upon the terms and conditions specified herein and in Section 7 of Article II of the Indenture. The Company waives its rights under Section 7 of Article II of the Indenture not to make exchanges or transfers of bonds of 2020 Series A during any period of ten (10) days next preceding any redemption date for such bonds.
 
 
 
Bonds of 2020 Series A, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.
 
 

FORM
OF BONDS OF
2020 SERIES A.
SECTION 4. The bonds of 2020 Series A and the form of Trustee’s Certificate to be endorsed on such bonds shall be substantially in the following forms, respectively:
 
 
 
DTE ELECTRIC COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2020 SERIES A
 
 

15


 
[This bond is a global security within the meaning of the indenture hereinafter referred to and is registered in the name of a depository or a nominee of a depository. Unless and until it is exchanged in whole or in part for bonds in certificated form, this bond may not be transferred except as a whole by the Depository Trust Company (“DTC”) to a nominee of DTC or by DTC or any such nominee to a successor of DTC or any such nominee to a successor of DTC or a nominee of such successor. Unless this bond is presented by an authorized representative of DTC to the issuer or its agent for registration of transfer, exchange or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co., or to such other entity as is requested by an authorized representative of DTC) any transfer, pledge or other use hereof for value or otherwise by a person is wrongful, inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]
 
 
 
CUSIP
 
$______________ No. R-___
 
 
 
DTE ELECTRIC COMPANY (hereinafter called the “Company”), a corporation of the State of Michigan, for value received, hereby promises to pay to [Cede & Co.], or registered assigns, at the Company’s office or agency in the Borough of Manhattan, the City and State of New York, the principal sum of _________________ dollars ($_______) in lawful money of the United States of America on March 1, 2030 (subject to earlier redemption) and interest thereon at the rate of 2.25 % per annum, in like lawful money, from February 26, 2020 and after the first payment of interest on bonds of this Series has been made or otherwise provided for, from the most recent date to which interest has been paid or otherwise provided for, semi-annually on March 1 and September 1 of each year (commencing September 1, 2020), until the Company’s obligation with respect to payment of said principal shall have been discharged, all as provided, to the extent and in the manner specified in the Indenture hereinafter mentioned and in the supplemental indenture pursuant to which this bond has been issued.
 
 
 
This bond is one of an authorized issue of bonds of the Company, unlimited as to amount except as provided in the Indenture hereinafter mentioned or any indentures supplemental thereto, and is one of a series of General and Refunding Mortgage Bonds known as 2020 Series A, limited to an aggregate principal amount of $600,000,000, except as otherwise provided in the Indenture hereinafter mentioned. This bond and all other bonds of said series are issued and to be issued under, and are all equally and ratably secured (except insofar as any sinking, amortization, improvement or analogous fund, established in accordance with the provisions of the Indenture hereinafter mentioned, may afford additional security for the bonds of any particular series and except as provided in Section 3 of Article VI of said Indenture) by an Indenture, dated as of October 1, 1924, duly executed by the Company to The Bank of New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of February 1, 2020) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of February 1, 2020, are hereinafter collectively called the “Indenture”). As provided in the Indenture, said bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as in said Indenture provided. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of the bonds and the terms and provisions of the Indenture, or of any indenture supplemental thereto, may be modified or altered in certain respects by affirmative vote of at least eighty-five percent (85%) in amount of the bonds then outstanding, and, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected by the action proposed to be taken, then also by affirmative vote of at least eighty-five percent (85%) in amount of the series of bonds so to be affected (excluding in every instance bonds disqualified from voting by reason of the Company’s interest therein as specified in the Indenture); provided, however, that, without the consent of the holder hereof, no such modification or alteration shall, among other things, affect the terms of payment of the principal of or the interest on this bond, which in those respects is unconditional.
 
 
 
This bond is not subject to repayment at the option of the holder hereof. Except as provided below, this bond is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
 
 

16


 
This bond will be redeemable at the option of the Company, in whole at any time or in part from time to time at the redemption prices set forth below. At any time prior to the Series A Par Call Date (as defined below), the optional redemption price will be equal to the greater of (i) 100% of the principal amount of this bond to be redeemed on the redemption date and (ii) the sum of the present values of the remaining scheduled payments of principal and interest of this bond to be redeemed that would be due if this bond matured on the Series A Par Call Date (not including any portion of any payments of interest accrued to the redemption date), in each case discounted from their respective scheduled payment dates to such redemption date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 15 basis points, as determined by the Quotation Agent (as defined below), plus, in each case, accrued and unpaid interest thereon to the redemption date. At any time on or after the Series A Par Call Date (as defined below), the optional redemption price will be equal to 100% of the principal amount of this bond to be redeemed on the redemption date plus accrued and unpaid interest thereon to the redemption date.
 
 
 
Notwithstanding the foregoing, installments of interest on this bond that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
 
 
 
“Adjusted Treasury Rate” means, with respect to any optional redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such redemption date assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
 
 
 
“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of this bond (assuming, for this purpose, that this bond matures on the Series A Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of such comparable maturity.
 
 
 
“Comparable Treasury Price” means, with respect to any optional redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.
 
 
 
“Series A Par Call Date” means December 1, 2029.
 
 
 
“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company
 
 
 
“Reference Treasury Dealer” means (i) each of J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”) selected by MUFG Securities Americas Inc. (or their respective affiliates which are Primary Treasury Dealers), or their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealer(s) selected by the Company.
 
 
 
“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any optional redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.
 
 
 
Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the optional redemption date to the holder hereof at its registered address. If notice has been provided in accordance with the Indenture and funds for the redemption of this bond called for redemption have been made available on the redemption date, this bond will cease to bear interest on the date fixed for redemption. Thereafter, the only right of the holder hereof will be to receive payment of the redemption price.
 
 

17


 
Under the Indenture, funds may be deposited with the Trustee (which shall have become available for payment), in advance of the redemption date of any of the bonds of 2020 Series A (or portions thereof), in trust for the redemption of such bonds (or portions thereof) and the interest due or to become due thereon, and thereupon all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and such interest shall cease and be discharged, and the holders thereof shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or with respect to such bonds (or portions thereof) and interest.
 
 
 
In case an event of default, as defined in the Indenture, shall occur, the principal of all the bonds issued thereunder may become or be declared due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
 
 
 
The bonds of this series are issuable only in fully registered form without coupons in denominations of $2,000 and any larger amount that is an integral multiple of $1,000. This Global Security is exchangeable for bonds in definitive form only under certain limited circumstances set forth in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, bonds of this series are exchangeable for a like aggregate principal amount of bonds of this series of a different authorized denomination, as requested by the registered holder surrendering the same.
 
 
 
This bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, the City and State of New York, upon surrender and cancellation of this bond, and thereupon, a new registered bond of the same series of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, and this bond with others in like form may in like manner be exchanged for one or more new bonds of the same series of other authorized denominations, but of the same aggregate principal amount, all as provided and upon the terms and conditions set forth in the Indenture, and upon payment, in any event, of the charges prescribed in the Indenture.
 
 
 
No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon or otherwise in respect hereof or of the Indenture, or of any indenture supplemental thereto, against any incorporator, or against any past, present or future stockholder, director or officer, as such, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise howsoever; all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released by every holder or owner hereof, as more fully provided in the Indenture.
 
 
 
This bond shall not be valid or become obligatory for any purpose until The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
 
 
 
IN WITNESS WHEREOF, DTE ELECTRIC COMPANY has caused this instrument to be executed by an authorized officer, with his or her manual or facsimile signatures, and its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and the same to be attested by its Corporate Secretary or Assistant Corporate Secretary by manual or facsimile signature.
 
 
 
Dated: _____________

DTE ELECTRIC COMPANY

 
 
 
By:                                                   
Name:                                              
Title:                                                
 
 
 
[Corporate Seal]
 
 
 
Attest:


By:                                                            
Name:                                                       
Title:                                                         
 
 
 
[FORM OF TRUSTEE’S CERTIFICATE]
 
 

18


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


By:                                                          
   Authorized Representative

Date:                             

 
 


19



 
PART II.

CREATION OF THREE HUNDRED EIGHTY-FIRST
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2020 SERIES B

TERMS OF BONDS OF
2020 SERIES B.
SECTION 1. The Company hereby creates the three hundred eighty-first series of bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title “General and Refunding Mortgage Bonds, 2020 Series B” (elsewhere herein referred to as the “bonds of 2020 Series B”). The aggregate principal amount of bonds of 2020 Series B shall be limited to Five hundred million dollars ($500,000,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds, and except further that the Company may, without the consent of any holder of the bonds of 2020 Series B, “reopen” the bonds of 2020 Series B, so long as any additional bonds of 2020 Series B have the same tenor and terms as the bonds of 2020 Series B established hereby.
 
 
 
The bonds of 2020 Series B shall be issued as registered bonds without coupons in denominations of $2,000 and any larger amount that is an integral multiple of $1,000. The bonds of 2020 Series B shall be issued in the aggregate principal amount of $500,000,000, shall mature on March 1, 2050 (subject to earlier redemption) and shall bear interest, payable semi-annually on March 1 and September 1 of each year (commencing September 1, 2020, at the rate of two and ninety-five hundredths percent (2.95%) per annum until the principal thereof shall have become due and payable and thereafter until the Company’s obligation with respect to the payment of said principal shall have been discharged as provided in the Indenture. The bonds of 2020 Series B will be issued in book-entry form through the facilities of The Depository Trust Company. Except as otherwise specifically provided in this Supplemental Indenture, the bonds of 2020 Series B shall be payable, as to principal, premium, if any, and interest, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.
 
 
 
Except as provided herein, each bond of 2020 Series B shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the March 1 or September 1 next preceding the date to which interest has been paid on bonds of 2020 Series B, unless the bond is authenticated on a date prior to September 1, 2020 in which case interest shall be payable from February 26, 2020.
 
 
 
The bonds of 2020 Series B in definitive form shall be, at the election of the Company, fully engraved or shall be lithographed or printed in authorized denominations as aforesaid and numbered R-1 and upwards (with such further designation as may be appropriate and desirable to indicate by such designation the form, series and denomination of bonds of 2020 Series B). Until bonds of 2020 Series B in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver in lieu thereof, bonds of 2020 Series B in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2020 Series B if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2020 Series B, but without a recital of redemption prices and with such omissions, insertions and variations as may be appropriate for temporary bonds, all as may be determined by the Company.
 
 

20


 
Interest on any bond of 2020 Series B that is payable on any interest payment date and is punctually paid or duly provided for shall be paid to the person in whose name that bond, or any previous bond to the extent evidencing the same debt as that evidenced by that bond, is registered at the close of business on the regular record date for such interest, which regular record date shall be the fifteenth calendar day (whether or not such day is a business day) immediately preceding the applicable interest payment date. If the Company shall default in the payment of the interest due on any interest payment date on the principal represented by any bond of 2020 Series B, such defaulted interest shall forthwith cease to be payable to the registered holder of that bond on the relevant regular record date by virtue of his having been such holder, and such defaulted interest may be paid to the registered holder of that bond (or any bond or bonds of 2020 Series B issued upon transfer or exchange thereof) on the date of payment of such defaulted interest or, at the election of the Company, to the person in whose name that bond (or any bond or bonds of 2020 Series B issued upon transfer or exchange thereof) is registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of bonds of 2020 Series B not less than ten (10) days preceding such subsequent record date, which subsequent record date shall be at least five (5) days prior to the payment date of such defaulted interest. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
 
 
 
Bonds of 2020 Series B, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.
 
 
 
If any interest payment date, date of redemption or the stated maturity for the bonds of 2020 Series B would otherwise be a day that is not a business day, payment of principal and/or interest or premium, if any, with respect to the bonds of 2020 Series B will be paid on the next succeeding business day with the same force and effect as if made on such date and no interest on such payment will accrue from and after such date
 
 
 
“Business day” means any day other than a day on which banking institutions in the State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close
 
 
 
 
REDEMPTION OF BONDS OF 2020 SERIES B.
SECTION 2. Bonds of 2020 Series B will be redeemable at the option of the Company, in whole at any time or in part from time to time at the redemption prices set forth below.
 
 
 
At any time prior to the Series B Par Call Date (as defined below), the optional redemption price will be equal to the greater of (i) 100% of the principal amount of the bonds of 2020 Series B to be redeemed on the redemption date and (ii) the sum of the present values of the remaining scheduled payments of principal and interest of the bonds of 2020 Series B to be redeemed that would be due if the bonds of 2020 Series B matured on the Series B Par Call Date (not including any portion of any payments of interest accrued to the redemption date), in each case discounted from their respective scheduled payment dates to such redemption date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 15 basis points, as determined by the Quotation Agent (as defined below), plus, in each case, accrued and unpaid interest thereon to the redemption date.
 
 
 
At any time on or after the Series B Par Call Date, the optional redemption price will be equal to 100% of the principal amount of the bonds of 2020 Series B to be redeemed plus accrued and unpaid interest thereon to the redemption date.
 
 
 
Notwithstanding the foregoing, installments of interest on the bonds of 2020 Series B that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
 
 
 
“Adjusted Treasury Rate” means, with respect to any optional redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such redemption date assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
 
 
 
“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the bonds of 2020 Series B (assuming, for this purpose, that the bonds of 2019 Series B mature on the Series B Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of such comparable maturity.
 
 

21


 
“Comparable Treasury Price” means, with respect to any optional redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.
 
 
 
“Series B Par Call Date” mean September 1, 2049.
 
 
 
“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company.
 
 
 
“Reference Treasury Dealer” means (i) each of J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”) selected by MUFG Securities Americas Inc. (or their respective affiliates which are Primary Treasury Dealers), or their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealer(s) selected by the Company.
 
 
 
“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any optional redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.
 
 
 
The bonds of 2020 Series B shall be redeemable as aforesaid upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than sixty (60) days, prior to the date fixed for redemption to the registered holders of bonds of 2020 Series B so called for redemption at their last respective addresses appearing on the register thereof, but failure to mail such notice to the registered holders of any bonds of 2020 Series B designated for redemption shall not affect the validity of any such redemption of any other bonds of such series. Interest shall cease to accrue on any bonds of 2020 Series B (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 2020 Series B (or such portion) designated for redemption has been duly provided for. Bonds of 2020 Series B redeemed in part only shall be in amounts of $2,000 or any larger amount that is integral multiple of $1,000.
 
 
 
If the giving of the notice of redemption shall have been completed, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited with the Trustee in trust funds (which shall have become available for payment to the holders of the bonds of 2020 Series B so to be redeemed) sufficient to redeem bonds of 2020 Series B in whole or in part, on the date fixed for redemption, then all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and interest due or to become due thereon shall cease and be discharged and the holders of such bonds of 2020 Series B (or portions thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or in respect of such bonds (or portions thereof) and interest.
 
 
 
The bonds of 2020 Series B shall not be entitled to or subject to any sinking fund and shall not be redeemable other than as provided in Section 2 hereof.
 
 
EXCHANGE AND TRANSFER.
SECTION 3. At the option of the registered holder, any bonds of 2020 Series B, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, together with a written instrument of transfer (if so required by the Company or by the Trustee) in form approved by the Company duly executed by the holder or by its duly authorized attorney, shall be exchangeable for a like aggregate principal amount of bonds of 2020 Series B upon the terms and conditions specified herein and in Section 7 of Article II of the Indenture. The Company waives its rights under Section 7 of Article II of the Indenture not to make exchanges or transfers of bonds of 2020 Series B during any period of ten (10) days next preceding any redemption date for such bonds.
 
 
 
Bonds of 2020 Series B, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.
 
 

22



FORM
OF BONDS OF
2020 SERIES B.
SECTION 4. The bonds of 2020 Series B and the form of Trustee’s Certificate to be endorsed on such bonds shall be substantially in the following forms, respectively:
 
 
 
DTE ELECTRIC COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2020 SERIES B
 
 
 
[This bond is a global security within the meaning of the indenture hereinafter referred to and is registered in the name of a depository or a nominee of a depository. Unless and until it is exchanged in whole or in part for bonds in certificated form, this bond may not be transferred except as a whole by the Depository Trust Company (“DTC”) to a nominee of DTC or by DTC or any such nominee to a successor of DTC or any such nominee to a successor of DTC or a nominee of such successor. Unless this bond is presented by an authorized representative of DTC to the issuer or its agent for registration of transfer, exchange or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co., or to such other entity as is requested by an authorized representative of DTC) any transfer, pledge or other use hereof for value or otherwise by a person is wrongful, inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]
 
 
 
CUSIP
 
$______________ No. R-___
 
 
 
DTE ELECTRIC COMPANY (hereinafter called the “Company”), a corporation of the State of Michigan, for value received, hereby promises to pay to [Cede & Co.], or registered assigns, at the Company’s office or agency in the Borough of Manhattan, the City and State of New York, the principal sum of ___________ dollars ($_______) in lawful money of the United States of America on March 1, 2050 (subject to earlier redemption) and interest thereon at the rate of 2.95% per annum, in like lawful money, from February 26, 2020 and after the first payment of interest on bonds of this Series has been made or otherwise provided for, from the most recent date to which interest has been paid or otherwise provided for, semi-annually on March 1 and September 1 of each year (commencing September1, 2020), until the Company’s obligation with respect to payment of said principal shall have been discharged, all as provided, to the extent and in the manner specified in the Indenture hereinafter mentioned and in the supplemental indenture pursuant to which this bond has been issued.
 
 

23


 
This bond is one of an authorized issue of bonds of the Company, unlimited as to amount except as provided in the Indenture hereinafter mentioned or any indentures supplemental thereto, and is one of a series of General and Refunding Mortgage Bonds known as 2020 Series B, limited to an aggregate principal amount of $500,000,000, except as otherwise provided in the Indenture hereinafter mentioned. This bond and all other bonds of said series are issued and to be issued under, and are all equally and ratably secured (except insofar as any sinking, amortization, improvement or analogous fund, established in accordance with the provisions of the Indenture hereinafter mentioned, may afford additional security for the bonds of any particular series and except as provided in Section 3 of Article VI of said Indenture) by an Indenture, dated as of October 1, 1924, duly executed by the Company to The Bank of New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of February 1, 2020) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of February 1, 2020, are hereinafter collectively called the “Indenture”). As provided in the Indenture, said bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as in said Indenture provided. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of the bonds and the terms and provisions of the Indenture, or of any indenture supplemental thereto, may be modified or altered in certain respects by affirmative vote of at least eighty-five percent (85%) in amount of the bonds then outstanding, and, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected by the action proposed to be taken, then also by affirmative vote of at least eighty-five percent (85%) in amount of the series of bonds so to be affected (excluding in every instance bonds disqualified from voting by reason of the Company’s interest therein as specified in the Indenture); provided, however, that, without the consent of the holder hereof, no such modification or alteration shall, among other things, affect the terms of payment of the principal of or the interest on this bond, which in those respects is unconditional.
 
 
 
This bond is not subject to repayment at the option of the holder hereof. Except as provided below, this bond is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
 
 
 
This bond will be redeemable at the option of the Company, in whole at any time or in part from time to time at the redemption prices set forth below. At any time prior to the Series B Par Call Date (as defined below), the optional redemption price will be equal to the greater of (i) 100% of the principal amount of this bond to be redeemed on the redemption date and (ii) the sum of the present values of the remaining scheduled payments of principal and interest of this bond to be redeemed that would be due if this bond matured on the Series B Par Call Date (not including any portion of any payments of interest accrued to the redemption date), in each case discounted from their respective scheduled payment dates to such redemption date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 15 basis points, as determined by the Quotation Agent (as defined below), plus, in each case, accrued and unpaid interest thereon to the redemption date. At any time on or after the Series B Par Call Date (as defined below), the optional redemption price will be equal to 100% of the principal amount of this bond to be redeemed on the redemption date plus accrued and unpaid interest thereon to the redemption date.
 
 
 
Notwithstanding the foregoing, installments of interest on this bond that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
 
 
 
“Adjusted Treasury Rate” means, with respect to any optional redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such redemption date assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
 
 
 
 
 
“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of this bond (assuming, for this purpose, that this bond matures on the Series B Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of such comparable maturity.
 
 
 
 

24


 
“Comparable Treasury Price” means, with respect to any optional redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.
 
 
 
 
 
“Series B Par Call Date” means September 1, 2049.
 
 
 
 
 
“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company
 
 
 
 
 
“Reference Treasury Dealer” means (i) each of J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”) selected by MUFG Securities Americas Inc. (or their respective affiliates which are Primary Treasury Dealers), or their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealer(s selected by the Company.
 
 
 
 
 
“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any optional redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.
 
 
 
 
 
Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the optional redemption date to the holder hereof at its registered address. If notice has been provided in accordance with the Indenture and funds for the redemption of this bond called for redemption have been made available on the redemption date, this bond will cease to bear interest on the date fixed for redemption. Thereafter, the only right of the holder hereof will be to receive payment of the redemption price.
 
 
 
 
 
Under the Indenture, funds may be deposited with the Trustee (which shall have become available for payment), in advance of the redemption date of any of the bonds of 2020 Series B (or portions thereof), in trust for the redemption of such bonds (or portions thereof) and the interest due or to become due thereon, and thereupon all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and such interest shall cease and be discharged, and the holders thereof shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or with respect to such bonds (or portions thereof) and interest.
 
 
 
 
 
In case an event of default, as defined in the Indenture, shall occur, the principal of all the bonds issued thereunder may become or be declared due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
 
 
 
 
 
The bonds of this series are issuable only in fully registered form without coupons in denominations of $2,000 and any larger amount that is an integral multiple of $1,000. This Global Security is exchangeable for bonds in definitive form only under certain limited circumstances set forth in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, bonds of this series are exchangeable for a like aggregate principal amount of bonds of this series of a different authorized denomination, as requested by the registered holder surrendering the same.
 
 
 
 
 
This bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, the City and State of New York, upon surrender and cancellation of this bond, and thereupon, a new registered bond of the same series of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, and this bond with others in like form may in like manner be exchanged for one or more new bonds of the same series of other authorized denominations, but of the same aggregate principal amount, all as provided and upon the terms and conditions set forth in the Indenture, and upon payment, in any event, of the charges prescribed in the Indenture.
 
 
 
 

25


 
No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon or otherwise in respect hereof or of the Indenture, or of any indenture supplemental thereto, against any incorporator, or against any past, present or future stockholder, director or officer, as such, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise howsoever; all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released by every holder or owner hereof, as more fully provided in the Indenture.
 
 
 
 
 
This bond shall not be valid or become obligatory for any purpose until The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
 
 
 
 
 
IN WITNESS WHEREOF, DTE ELECTRIC COMPANY has caused this instrument to be executed by an authorized officer, with his or her manual or facsimile signatures, and its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and the same to be attested by its Corporate Secretary or Assistant Corporate Secretary by manual or facsimile signature.
 
 
 
 
 
Dated: _____________

DTE ELECTRIC COMPANY

 
 
 
 
 
By:                                                     
Name:                                                
Title:                                                  
 
 
 
 
 
[Corporate Seal]
 
 
 
 
 
Attest:


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


By:                                                         
   Authorized Representative

Date:                              

 
 
PART III.
 
 
 
 
 
RECORDING AND FILING DATA
 
 
 
 
RECORDING AND FILING OF ORIGINAL INDENTURE.
The Original Indenture and indentures supplemental thereto have been recorded and/or filed and Certificates of Provision for Payment have been recorded as hereinafter set forth.
 
 
 
 

26


 
The Original Indenture has been recorded as a real estate mortgage and filed as a chattel Mortgage in the offices of the respective Registers of Deeds of certain counties in the State of Michigan as set forth in the Supplemental Indenture dated as of September 1, 1947, has been recorded as a real estate mortgage in the office of the Register of Deeds of Mason County, Michigan as set forth in the Supplemental Indenture dated as of June 15, 1971, has been recorded as a real estate mortgage in the office of the Register of Deeds of Genesee County, Michigan as set forth in the Supplemental Indenture dated as of May 1, 1974, has been recorded as a real estate mortgage in the office of the Register of Deeds of Gratiot County, Michigan on June 18, 2012 at Liber 923 Page 772, has been recorded as a real estate mortgage in the office of the Register of Deeds of Midland County, Michigan on June 18, 2012 at Liber 1555 Page 504, has been recorded as a real estate mortgage in the office of the Register of Deeds of Montcalm County, Michigan on March 6, 2015 at Document Number 2015R-03220 has been filed in the Office of the Secretary of State of Michigan on November 16, 1951 and has been filed and recorded in the office of the Interstate Commerce Commission on December 8, 1969.
 
 
 
 
RECORDING AND FILING OF SUPPLEMENTAL INDENTURES.
Pursuant to the terms and provisions of the Original Indenture, indentures supplemental thereto heretofore entered into have been Recorded as a real estate mortgage and/or filed as a chattel mortgage or as a financing statement in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, the Office of the Secretary of State of Michigan and the Office of the Interstate Commerce Commission or the Surface Transportation Board, as set forth in supplemental indentures as follows:
 

SUPPLEMENTAL INDENTURE DATED AS OF

PURPOSE OF SUPPLEMENTAL
INDENTURE

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

June 1, 1925(a)(b)
Series B Bonds
February 1, 1940
August 1, 1927(a)(b)
Series C Bonds
February 1, 1940
February 1, 1931(a)(b)
Series D Bonds
February 1, 1940
June 1, 1931(a)(b)
Subject Properties
February 1, 1940
October 1, 1932(a)(b)
Series E Bonds
February 1, 1940
September 25, 1935(a)(b)
Series F Bonds
February 1, 1940
September 1, 1936(a)(b)
Series G Bonds
February 1, 1940
November 1, 1936(a)(b)
Subject Properties
February 1, 1940
February 1, 1940(a)(b)
Subject Properties
September 1, 1947
December 1, 1940(a)(b)
Series H Bonds and Additional Provisions
September 1, 1947
September 1, 1947(a)(b)(c)
Series I Bonds, Subject Properties and Additional Provisions
November 15, 1951
March 1, 1950(a)(b)(c)
Series J Bonds and Additional Provisions
November 15, 1951
November 15, 1951(a)(b)(c)
Series K Bonds, Additional Provisions and Subject Properties
January 15, 1953
January 15, 1953(a)(b)
Series L Bonds
May 1, 1953
May 1, 1953(a)
Series M Bonds and Subject Properties
March 15, 1954
March 15, 1954(a)(c)
Series N Bonds and Subject Properties
May 15, 1955
May 15, 1955(a)(c)
Series O Bonds and Subject Properties
August 15, 1957
August 15, 1957(a)(c)
Series P Bonds, Additional Provisions and Subject Properties
June 1, 1959
June 1, 1959(a)(c)
Series Q Bonds and Subject Properties
December 1, 1966
December 1, 1966(a)(c)
Series R Bonds, Additional Provisions and Subject Properties
October 1, 1968
October 1, 1968(a)(c)
Series S Bonds and Subject Properties
December 1, 1969
December 1, 1969(a)(c)
Series T Bonds and Subject Properties
July 1, 1970
July 1, 1970(c)
Series U Bonds and Subject Properties
December 15, 1970

27


SUPPLEMENTAL INDENTURE DATED AS OF

PURPOSE OF SUPPLEMENTAL
INDENTURE

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

December 15, 1970(c)
Series V Bonds and Series W Bonds
June 15, 1971
June 15, 1971(c)
Series X Bonds and Subject Properties
November 15, 1971
November 15, 1971(c)
Series Y Bonds and Subject Properties
January 15, 1973
January 15, 1973(c)
Series Z Bonds and Subject Properties
May 1, 1974
May 1, 1974
Series AA Bonds and Subject Properties
October 1, 1974
October 1, 1974
Series BB Bonds and Subject Properties
January 15, 1975
January 15, 1975
Series CC Bonds and Subject Properties
November 1, 1975
November 1, 1975
Series DDP Nos. 1-9 Bonds and Subject Properties
December 15, 1975
December 15, 1975
Series EE Bonds and Subject Properties
February 1, 1976
February 1, 1976
Series FFR Nos. 1-13 Bonds
June 15, 1976
June 15, 1976
Series GGP Nos. 1-7 Bonds and Subject Properties
July 15, 1976
July 15, 1976
Series HH Bonds and Subject Properties
February 15, 1977
February 15, 1977
Series MMP Bonds and Subject Properties
March 1, 1977
March 1, 1977
Series IIP Nos. 1-7 Bonds, Series JJP Nos. 1-7 Bonds, Series KKP Nos. 1-7 Bonds and Series LLP Nos. 1-7 Bonds
June 15, 1977
June 15, 1977
Series FFR No. 14 Bonds and Subject Properties
July 1, 1977
July 1, 1977
Series NNP Nos. 1-7 Bonds and Subject Properties
October 1, 1977
October 1, 1977
Series GGP Nos. 8-22 Bonds and Series OOP Nos. 1-17 Bonds and Subject Properties
June 1, 1978
June 1, 1978
Series PP Bonds, Series QQP Nos. 1-9 Bonds and Subject Properties
October 15, 1978
October 15, 1978
Series RR Bonds and Subject Properties
March 15, 1979
March 15, 1979
Series SS Bonds and Subject Properties
July 1, 1979
July 1, 1979
Series IIP Nos. 8-22 Bonds, Series NNP Nos. 8-21 Bonds and Series TTP Nos. 1-15 Bonds and Subject Properties
September 1, 1979
September 1, 1979
Series JJP No. 8 Bonds, Series KKP No. 8 Bonds, Series LLP Nos. 8-15 Bonds, Series MMP No. 2 Bonds and Series OOP No. 18 Bonds and Subject Properties
September 15, 1979
September 15, 1979
Series UU Bonds
January 1, 1980
January 1, 1980
1980 Series A Bonds and Subject Properties
April 1, 1980
April 1, 1980
1980 Series B Bonds
August 15, 1980
August 15, 1980
Series QQP Nos. 10-19 Bonds, 1980 Series CP Nos. 1-12 Bonds and 1980 Series DP No. 1-11 Bonds and Subject Properties
August 1, 1981
August 1, 1981
1980 Series CP Nos. 13-25 Bonds and Subject Properties
November 1, 1981
November 1, 1981
1981 Series AP Nos. 1-12 Bonds
June 30, 1982
June 30, 1982
Article XIV Reconfirmation
August 15, 1982
August 15, 1982
1981 Series AP Nos. 13-14 Bonds and Subject Properties
June 1, 1983
June 1, 1983
1981 Series AP Nos. 15-16 Bonds and Subject Properties
October 1, 1984

28


SUPPLEMENTAL INDENTURE DATED AS OF

PURPOSE OF SUPPLEMENTAL
INDENTURE

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

October 1, 1984
1984 Series AP Bonds and 1984 Series BP Bonds and Subject Properties
May 1, 1985
May 1, 1985
1985 Series A Bonds
May 15, 1985
May 15, 1985
1985 Series B Bonds and Subject Properties
October 15, 1985
October 15, 1985
Series KKP No. 9 Bonds and Subject Properties
April 1, 1986
April 1, 1986
1986 Series A Bonds and Subject Properties
August 15, 1986
August 15, 1986
1986 Series B Bonds and Subject Properties
November 30, 1986
November 30, 1986
1986 Series C Bonds
January 31, 1987
January 31, 1987
1987 Series A Bonds
April 1, 1987
April 1, 1987
1987 Series B Bonds and 1987 Series C Bonds
August 15, 1987
August 15, 1987
1987 Series D Bonds, 1987 Series E Bonds and Subject Properties
November 30, 1987
November 30, 1987
1987 Series F Bonds
June 15, 1989
June 15, 1989
1989 Series A Bonds
July 15, 1989
July 15, 1989
Series KKP No. 10 Bonds
December 1, 1989
December 1, 1989
Series KKP No. 11 Bonds and 1989 Series BP Bonds
February 15, 1990
February 15, 1990
1990 Series A Bonds, 1990 Series B Bonds, 1990 Series C Bonds, 1990 Series D Bonds, 1990 Series E Bonds and 1990 Series F Bonds
November 1, 1990
November 1, 1990
Series KKP No. 12 Bonds
April 1, 1991
April 1, 1991
1991 Series AP Bonds
May 1, 1991
May 1, 1991
1991 Series BP Bonds and 1991 Series CP Bonds
May 15, 1991
May 15, 1991
1991 Series DP Bonds
September 1, 1991
September 1, 1991
1991 Series EP Bonds
November 1, 1991
November 1, 1991
1991 Series FP Bonds
January 15, 1992
January 15, 1992
1992 Series BP Bonds
February 29, 1992 and April 15, 1992
February 29, 1992
1992 Series AP Bonds
April 15, 1992
April 15, 1992
Series KKP No. 13 Bonds
July 15, 1992
July 15, 1992
1992 Series CP Bonds
November 30, 1992
July 31, 1992
1992 Series D Bonds
November 30, 1992
November 30, 1992
1992 Series E Bonds and 1993 Series B Bonds
March 15, 1993
December 15, 1992
Series KKP No. 14 Bonds and 1989 Series BP No. 2 Bonds
March 15, 1993
January 1, 1993
1993 Series C Bonds
April 1, 1993
March 1, 1993
1993 Series E Bonds
June 30, 1993
March 15, 1993
1993 Series D Bonds
September 15, 1993
April 1, 1993
1993 Series FP Bonds and 1993 Series IP Bonds
September 15, 1993
April 26, 1993
1993 Series G Bonds and Amendment of Article II, Section 5
September 15, 1993
May 31, 1993
1993 Series J Bonds
September 15, 1993
June 30, 1993
1993 Series AP Bonds
   (d)
June 30, 1993
1993 Series H Bonds
   (d)
September 15, 1993
1993 Series K Bonds
March 1, 1994

29


SUPPLEMENTAL INDENTURE DATED AS OF

PURPOSE OF SUPPLEMENTAL
INDENTURE

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

March 1, 1994
1994 Series AP Bonds
June 15, 1994
June 15, 1994
1994 Series BP Bonds
December 1, 1994
August 15, 1994
1994 Series C Bonds
December 1, 1994
December 1, 1994
Series KKP No. 15 Bonds and 1994 Series DP Bonds
August 1, 1995
August 1, 1995
1995 Series AP Bonds and 1995 Series BP Bonds
August 1, 1999
August 1, 1999
1999 Series AP Bonds, 1999 Series BP Bonds and 1999 Series CP Bonds
   (d)
August 15, 1999
1999 Series D Bonds
   (d)
January 1, 2000
2000 Series A Bonds
   (d)
April 15, 2000
Appointment of Successor Trustee
   (d)
August 1, 2000
2000 Series BP Bonds
   (d)
March 15, 2001
2001 Series AP Bonds
   (d)
May 1, 2001
2001 Series BP Bonds
   (d)
August 15, 2001
2001 Series CP Bonds
   (d)
September 15, 2001
2001 Series D Bonds and 2001 Series E Bonds
   (d)
September 17, 2002
Amendment of Article XIII, Section 3 and Appointment of Successor Trustee
   (d)
October 15, 2002
2002 Series A Bonds and 2002 Series B Bonds
   (d)
December 1, 2002
2002 Series C Bonds and 2002 Series D Bonds
   (d)
August 1, 2003
2003 Series A Bonds
   (d)
March 15, 2004
2004 Series A Bonds and 2004 Series B Bonds
   (d)
July 1, 2004
2004 Series D Bonds
   (d)
February 1, 2005
2005 Series A Bonds and 2005 Series B Bonds
May 15, 2006
April 1, 2005
2005 Series AR Bonds and 2005 Series BR Bonds
May 15, 2006
August 1, 2005
2005 Series DT Bonds
May 15, 2006
September 15, 2005
2005 Series C Bonds
May 15, 2006
September 30, 2005
2005 Series E Bonds
May 15, 2006
May 15, 2006
2006 Series A Bonds
December 1, 2006
December 1, 2006
2006 Series CT Bonds
December 1, 2007
December 1, 2007
2007 Series A Bonds
April 1, 2008
April 1, 2008
2008 Series DT Bonds
May 1, 2008
May 1, 2008
2008 Series ET Bonds
July 1, 2008
June 1, 2008
2008 Series G Bonds
October 1, 2008
July 1, 2008
2008 Series KT Bonds
October 1, 2008
October 1, 2008
2008 Series J Bonds
December 1, 2008
December 1, 2008
2008 Series LT Bonds
March 15, 2009
March 15, 2009
2009 Series BT Bonds
November 1, 2009
November 1, 2009
2009 Series CT Bonds
August 1, 2010
August 1, 2010
2010 Series B Bonds
December 1, 2010
September 1, 2010
2010 Series A Bonds
December 1, 2010
December 1, 2010
2010 Series CT Bonds
March 1, 2011
March 1, 2011
2011 Series AT Bonds
May 15, 2011
May 15, 2011
2011 Series B Bonds
August 1, 2011

30


SUPPLEMENTAL INDENTURE DATED AS OF

PURPOSE OF SUPPLEMENTAL
INDENTURE

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

August 1, 2011
2011 Series GT Bonds
June 20, 2012
August 15, 2012
2011 Series D, 2011 Series E and 2011 Series F Bonds
June 20, 2012
September 1, 2012
2011 Series H Bonds
June 20, 2012
June 20, 2012
2012 Series A and B Bonds
March 15, 2013
March 15, 2013
2013 Series A Bonds
August 1, 2013
August 1, 2013
2013 Series B Bonds
June 1, 2014
June 1, 2014
2014 Series A and B Bonds
July 1, 2014
July 1, 2014
2014 Series D and E Bonds
March 1, 2015
March 1, 2015
2015 Series A Bonds
May 1, 2016
May 1, 2016
2016 Series A Bonds
August 1, 2017
August 1, 2017
2017 Series B Bonds
May 1, 2018
May 1, 2018
2018 Series A Bonds
February 1, 2019
 
 
 

31


 
(a) See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce Commission filing and recordation information.
 
(b) See Supplemental Indenture dated as of May 1, 1953 for Secretary of State of Michigan filing information.
 
(c) See Supplemental Indenture dated as of May 1, 1974 for County of Genesee, Michigan recording and filing information.
 
(d) Recording and filing information for this Supplemental Indenture has not been set forth in a subsequent Supplemental Indenture.
 
 
RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 1, 2019.
Further, pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated as of February 1, 2019 providing for the terms of bonds to be issued thereunder of 2019 Series A has heretofore been entered into between the Company and the Trustee and has been filed in the Office of the Secretary of State of Michigan as a financing statement on February 25, 2019 (Filing No. 20190226000570-2), has been filed and recorded in the Office of the Surface Transportation Board on February 28, 2019 (Recordation No. 5485- PPPPPP), and has been recorded as a real estate mortgage in the offices of the respective Register of Deeds of certain counties in the State of Michigan, as follows:
 
 
 
 
 
 
 

COUNTY

RECORDED
LIBER/
INSTRUMENT NO.

PAGE
 
 
Genesee County Michigan
2/25/2019
201902250008477
--
 
 
Gratiot County Michigan
2/25/2019
1306
01444-01479
 
 
Huron County Michigan
2/25/2019
1662
387
 
 
Ingham County Michigan
2/26/2019
2019-005380
--
 
 
Lapeer County Michigan
2/25/2019
3010
30
 
 
Lenawee County Michigan
2/25/2019
2575
586
 
 
Livingston County Michigan
2/25/2019
2019R-004323
--
 
 
Macomb County Michigan
2/26/2019
25824
279
 
 
Mason County Michigan
2/25/2019
2019R00767
--
 
 
Michigan Department of State
2/25/2019
20190226000570-2
--
 
 
Midland County Michigan
2/25/2019
1622
132
 
 
Monroe County Michigan
2/25/2019
2019R02615
--
 
 
Montcalm County Michigan
2/25/2019
2019R-01597
--
 
 
Oakland County Michigan
3/1/2019
52612
443
 
 
Sanilac County Michigan
2/25/2019
1395
658
 
 
St. Clair County Michigan
2/25/2019
5033
258
 
 
Surface Transportation Board
2/28/2019
5485-PPPPPP
--
 
 
Tuscola County Michigan
2/25/2019
1416
01177-01212
 
 
Washtenaw County Michigan
2/25/2019
5292
375
 
 
Wayne County Michigan
4/10/2019
54984
865
 

RECORDING OF CERTIFICATES OF PROVISION FOR PAYMENT.

Certificates of Provision for Payment have been recorded in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, with respect to all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.


32


 
PART IV.
 
 
 
THE TRUSTEE.
 
 
TERMS AND CONDITIONS OF ACCEPTANCE OF TRUST BY TRUSTEE.
The Trustee hereby accepts the trust hereby declared and provided, and agrees to perform the same upon the terms and conditions in the Original Indenture, as amended to date and as supplemented by this Supplemental Indenture, and in this Supplemental Indenture set forth, and upon the following terms and conditions:
 
The Trustee shall not be responsible in any manner whatsoever for and in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely.

 
PART V.
 
 
 
MISCELLANEOUS.
 
 
CONFIRMATION OF SECTION 318(c) OF TRUST INDENTURE ACT.
Except to the extent specifically provided therein, no provision of this Supplemental Indenture or any future supplemental indenture is intended to modify, and the parties do hereby adopt and confirm, the provisions of Section 318(c) of the Trust Indenture Act which amend and supersede provisions of the Indenture in effect prior to November 15, 1990.

EXECUTION IN COUNTERPARTS.
THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
 
 
TESTIMONIUM.
IN WITNESS WHEREOF, DTE ELECTRIC COMPANY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. HAVE CAUSED THESE PRESENTS TO BE SIGNED IN THEIR RESPECTIVE CORPORATE NAMES BY THEIR RESPECTIVE CHAIRMEN OF THE BOARD, PRESIDENTS, VICE PRESIDENTS, ASSISTANT VICE PRESIDENTS, TREASURERS OR ASSISTANT TREASURERS AND IMPRESSED WITH THEIR RESPECTIVE CORPORATE SEALS, ATTESTED BY THEIR RESPECTIVE SECRETARIES OR ASSISTANT SECRETARIES, ALL AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.

33



EXECUTION BY            DTE ELECTRIC COMPANY
COMPANY.

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

Attest:



By:/s/Lisa A. Muschong        
Name:    Lisa A. Muschong
Title:     Corporate Secretary


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



/s/Kathleen Hier            
Name: Kathleen Hier



/s/W. Scott Bennett            
Name: W. Scott Bennett

34


STATE OF MICHIGAN    )
) SS
COUNTY OF WAYNE    )

ACKNOWLEDG-MENT OF EXECUTION BY
COMPANY.
 
On this [1st ] day of February, 2020, before me, the subscriber, a Notary Public within and for the County of Wayne, in the State of Michigan, acting in the County of Wayne, personally appeared Edward J. Solomon, to me personally known, who, being by me duly sworn, did say that he does business at One Energy Plaza, Detroit, Michigan 48226 and is the Assistant Treasurer of DTE ELECTRIC COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of the said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said Edward J. Solomon acknowledged said instrument to be the free act and deed of said corporation.

(Notarial Seal)
 

/s/Katie S. Glover
Katie S. Glover
Notary Public, Wayne County, MI
Acting in Wayne
My Commission Expires: May 4, 2025


35




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


By: /s/Lawrence M. Kusch        
(Corporate Seal)    Name:    Lawrence M. Kusch
Title:     Vice President

Attest:


By: /s/Joseph Morand    
Name:    Joseph Morand
Title:    Vice President




Signed, sealed and delivered by
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
in the presence of


/s/D.G. Donovan        
Name: D.G. Donovan


/s/Robert Hardy    
Name: Robert Hardy

36


STATE OF ILLINOIS    )
) SS
COUNTY OF COOK    )

ACKNOWLEDG-MENT OF EXECUTION BY TRUSTEE.



 
On this 24th day of February, 2020, before me, the subscriber, a Notary Public within and for the State of Illinois, personally appeared Lawrence M. Kusch to me personally known, or proved to me on the basis of satisfactory identification and who, being by me duly sworn, did say that [his/her] business office is located at 2 N. LaSalle Street, Suite 700, Chicago, IL 60602, and he is an Authorized Officer of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., one of the corporations described in and which executed the foregoing instrument; that [he/she] knows the corporate seal of the said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said Vice President acknowledged said instrument to be the free act and deed of said corporation.

(Notarial Seal)
 

/s/Mietka Collins
Name: Mietka Collins
Notary Public - State of Illinois
My Commission Expires: 11/28/22
 


37



STATE OF MICHIGAN    )
) SS
COUNTY OF WAYNE    )

AFFIDAVIT AS TO CONSIDERATION AND GOOD FAITH.
 
Edward J. Solomon, being duly sworn, says: that he is the Assistant Treasurer of DTE ELECTRIC COMPANY, the Mortgagor named in the foregoing instrument, and that he has knowledge of the facts in regard to the making of said instrument and of the consideration therefor; that the consideration for said instrument was and is actual and adequate, and that the same was given in good faith for the purposes in such instrument set forth.


/s/Edward J. Solomon        
Name: Edward J. Solomon
Title:     Assistant Treasurer
DTE Electric Company



Sworn to before me this 1st day of February, 2020.


(Notarial Seal)    /s/Katie S. Glover            
Katie S. Glover
Notary Public, Wayne County, MI
Acting in Wayne
My Commission Expires: May 4, 2025

38



This instrument was drafted by:
David S. Maquera, Esq.
One Energy Plaza
1635 WCB
Detroit, Michigan 48226

When recorded return to:
David S. Maquera, Esq.
One Energy Plaza
1635 WCB
Detroit, Michigan 48226




39

 EX-4.315 3 a20200331ex4315.htm SUPPLEMENTAL INDENTURE DATED AS OF APRIL 1, 2020 Exhibit
Exhibit 4.315

 






INDENTURE

DATED AS OF APRIL 1, 2020
_______________

DTE ELECTRIC COMPANY
formerly known as
The Detroit Edison Company
(One Energy Plaza, Detroit, Michigan 48226)

TO

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(719 Griswold Street, Suite 930, Detroit, Michigan 48226)

AS TRUSTEE
_______________

SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924

PROVIDING FOR

(A) GENERAL AND REFUNDING MORTGAGE BONDS,
2020 SERIES C

AND

(B) RECORDING AND FILING DATA

1


TABLE OF CONTENTS*

 
   PAGE
PARTIES
3
RECITALS
3
   Original Indenture and Supplemental Indentures
3
   Issue of Bonds Under Indenture
4
   Bonds Heretofore Issued
4
   Reason for Creation of New Series
11
   Bonds to be 2020 Series C
11
   Further Assurance
11
   Authorization of Supplemental Indenture
11
   Consideration for Supplemental Indenture
11
PART I. CREATION OF THREE HUNDRED EIGHTY-SECOND SERIES OF BONDS,
              GENERAL AND REFUNDING MORTGAGE BONDS, 2020 SERIES C

    21
   Sec. 1. Terms of Bonds of 2020 Series C
21
   Sec. 2. Redemption of Bonds of 2020 Series C
22
 Sec. 3. Exchange and Transfer
24
   Sec. 4. Form of Bonds of 2020 Series C
24
 Form of Trustee’s Certificate
29
PART II. RECORDING AND FILING DATA
29
   Recording and Filing of Original Indenture
29
   Recording and Filing of Supplemental Indentures
30
 Recording and Filing of Supplemental Indenture Dated as of February 1, 2019
34
   Recording of Certificates of Provision for Payment
35
PART III. THE TRUSTEE
35
   Terms and Conditions of Acceptance of Trust by Trustee
35
PART IV. MISCELLANEOUS
35
   Confirmation of Section 318(c) of Trust Indenture Act
35
   Execution in Counterparts
35
EXECUTION
35
   Testimonium
35
   Execution by Company
36
   Acknowledgment of Execution by Company
37
   Execution by Trustee
38
   Acknowledgment of Execution by Trustee
39
   Affidavit as to Consideration and Good Faith
40
—————————
*
This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture.







2


PARTIES.
SUPPLEMENTAL INDENTURE, dated as of the 1st day of April, in the year 2020, between DTE ELECTRIC COMPANY, formerly known as The Detroit Edison Company, a corporation organized and existing under the laws of the State of Michigan and a public utility (hereinafter called the “Company”), party of the first part, and The Bank of New York Mellon Trust Company, N.A., a trust company organized and existing under the laws of the United States, having a corporate trust agency office at 719 Griswold Street, Suite 930, Detroit, Michigan 48226, as successor Trustee under the Mortgage and Deed of Trust hereinafter mentioned (hereinafter called the “Trustee”), party of the second part.
 
 
ORIGINAL INDENTURE AND SUPPLEMENTAL
INDENTURES.
WHEREAS, the Company has heretofore executed and delivered its Mortgage and Deed of Trust (hereinafter referred to as the “Original Indenture”), dated as of October 1, 1924, to the Trustee, for the security of all bonds of the Company outstanding thereunder, and pursuant to the terms and provisions of the Original Indenture, indentures dated as of, respectively, June 1, 1925, August 1, 1927, February 1, 1931, June 1, 1931, October 1, 1932, September 25, 1935, September 1, 1936, November 1, 1936, February 1, 1940, December 1, 1940, September 1, 1947, March 1, 1950, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, June 1, 1959, December 1, 1966, October 1, 1968, December 1, 1969, July 1, 1970, December 15, 1970, June 15, 1971, November 15, 1971, January 15, 1973, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975, December 15, 1975, February 1, 1976, June 15, 1976, July 15, 1976, February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978, October 15, 1978, March 15, 1979, July 1, 1979, September 1, 1979, September 15, 1979, January 1, 1980, April 1, 1980, August 15, 1980, August 1, 1981, November 1, 1981, June 30, 1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May 15, 1985, October 15, 1985, April 1, 1986, August 15, 1986, November 30, 1986, January 31, 1987, April 1, 1987, August 15, 1987, November 30, 1987, June 15, 1989, July 15, 1989, December 1, 1989, February 15, 1990, November 1, 1990, April 1, 1991, May 1, 1991, May 15, 1991, September 1, 1991, November 1, 1991, January 15, 1992, February 29, 1992, April 15, 1992, July 15, 1992, July 31, 1992, November 30, 1992, December 15, 1992, January 1, 1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26, 1993, May 31, 1993, June 30, 1993, June 30, 1993, September 15, 1993, March 1, 1994, June 15, 1994, August 15, 1994, December 1, 1994, August 1, 1995, August 1, 1999, August 15, 1999, January 1, 2000, April 15, 2000, August 1, 2000, March 15, 2001, May 1, 2001, August 15, 2001, September 15, 2001, September 17, 2002, October 15, 2002, December 1, 2002, August 1, 2003, March 15, 2004, July 1, 2004, February 1, 2005, April 1, 2005, August 1, 2005, September 15, 2005, September 30, 2005, May 15, 2006, December 1, 2006, December 1, 2007, April 1, 2008, May 1, 2008, June 1, 2008, July 1, 2008, October 1, 2008, December 1, 2008, March 15, 2009, November 1, 2009, August 1, 2010, September 1, 2010, December 1, 2010, March 1, 2011, May 15, 2011, August 1, 2011, August 15, 2011, September 1, 2011, June 20, 2012, March 15, 2013, August 1, 2013, June 1, 2014, July 1, 2014, March 1, 2015, May 1, 2016, August 1, 2017, May 1, 2018, February 1, 2019 and February 1, 2020 supplemental to the Original Indenture, have heretofore been entered into between the Company and the Trustee (the Original Indenture and all indentures supplemental thereto together being hereinafter sometimes referred to as the “Indenture”); and
 
 
ISSUE OF BONDS UNDER INDENTURE.
WHEREAS, the Indenture provides that said bonds shall be issuable in one or more series, and makes provision that the rates of interest and dates for the payment thereof, the date of maturity or dates of maturity, if of serial maturity, the terms and rates of optional redemption (if redeemable), the forms of registered bonds without coupons of any series and any other provisions and agreements in respect thereof, in the Indenture provided and permitted, as the Board of Directors may determine, may be expressed in a supplemental indenture to be made by the Company to the Trustee thereunder; and
 
 
BONDS HERETOFORE ISSUED.
WHEREAS, bonds in the principal amount of Twenty billion, five hundred three million, fifty-seven thousand dollars ($20,503,057,000) have heretofore been issued under the indenture as follows, viz:
 
 
 
 
(1)
Bonds of Series A
— Principal Amount $26,016,000,
 
 
 
 
 
(2)
Bonds of Series B
— Principal Amount $23,000,000,
 
 
 
 

3


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


4


(21)
Bonds of Series CC
— Principal Amount $50,000,000,
 
 
 
(22)
Bonds of Series UU
— Principal Amount $100,000,000,
 
 
 
(54)
Bonds of Series DDP Nos. 1-9
— Principal Amount $14,305,000,
 
 
 
(77)
Bonds of Series FFR Nos. 1-14
— Principal Amount $45,600,000,
 
 
 
(113)
Bonds of Series GGP Nos. 1-22
— Principal Amount $42,300,000,
 
 
 
(68)
Bonds of Series HH
— Principal Amount $50,000,000,
 
 
 
(159)
Bonds of Series IIP Nos. 1-22
— Principal Amount $3,750,000,
 
 
 
(189)
Bonds of Series JJP Nos. 1-8
— Principal Amount $6,850,000,
 
 
 
(206)
Bonds of Series KKP Nos. 1-9
— Principal Amount $34,890,000,
 
 
 
(230)
Bonds of Series LLP Nos. 1-15
— Principal Amount $8,850,000,
 
 
 
(266)
Bonds of Series NNP Nos. 1-21
— Principal Amount $47,950,000,
 
 
 
(305)
Bonds of Series OOP Nos. 1-18
— Principal Amount $18,880,000,
 
 
 
(342)
Bonds of Series QQP Nos. 1-19
— Principal Amount $13,650,000,
 
 
 
(376)
Bonds of Series TTP Nos. 1-15
— Principal Amount $3,800,000,
 
 
 
(196)
Bonds of 1980 Series A
— Principal Amount $50,000,000,
 
 
 
(418)
Bonds of 1980 Series CP Nos. 1-25
— Principal Amount $35,000,000,
 
 
 
(454)
Bonds of 1980 Series DP Nos. 1-11
— Principal Amount $10,750,000,
 
 
 
(481)
Bonds of 1981 Series AP Nos. 1-16
— Principal Amount $124,000,000,
 
 
 
(249)
Bonds of 1985 Series A
— Principal Amount $35,000,000,
 
 
 
(250)
Bonds of 1985 Series B
— Principal Amount $50,000,000,
 
 
 
(251)
Bonds of Series PP
— Principal Amount $70,000,000,
 
 
 
(252)
Bonds of Series RR
— Principal Amount $70,000,000,
 
 
 
(253)
Bonds of Series EE
— Principal Amount $50,000,000,
 
 
 
(509)
Bonds of Series MMP and MMP No. 2
— Principal Amount $5,430,000,
 
 
 


5


(256)
Bonds of Series T
— Principal Amount $75,000,000,
 
 
 
(257)
Bonds of Series U
— Principal Amount $75,000,000,
 
 
 
(258)
Bonds of 1986 Series B
— Principal Amount $100,000,000,
 
 
 
(259)
Bonds of 1987 Series D
— Principal Amount $250,000,000,
 
 
 
(260)
Bonds of 1987 Series E
— Principal Amount $150,000,000,
 
 
 
(261)
Bonds of 1987 Series C
— Principal Amount $225,000,000,
 
 
 
(262)
Bonds of Series V
— Principal Amount $100,000,000,
 
 
 
(263)
Bonds of Series SS
— Principal Amount $150,000,000,
 
 
 
(264)
Bonds of 1980 Series B
— Principal Amount $100,000,000,
 
 
 
(265)
Bonds of 1986 Series C
— Principal Amount $200,000,000,
 
 
 
(266)
Bonds of 1986 Series A
— Principal Amount $200,000,000,
 
 
 
(267)
Bonds of 1987 Series B
— Principal Amount $175,000,000,
 
 
 
(268)
Bonds of Series X
— Principal Amount $100,000,000,
 
 
 
(269)
Bonds of 1987 Series F
— Principal Amount $200,000,000,
 
 
 
(270)
Bonds of 1987 Series A
— Principal Amount $300,000,000,
 
 
 
(271)
Bonds of Series Y
— Principal Amount $60,000,000,
 
 
 
(272)
Bonds of Series Z
— Principal Amount $100,000,000,
 
 
 
(273)
Bonds of 1989 Series A
— Principal Amount $300,000,000,
 
 
 
(274)
Bonds of 1984 Series AP
— Principal Amount $2,400,000,
 
 
 
(275)
Bonds of 1984 Series BP
— Principal Amount $7,750,000,
 
 
 
(276)
Bonds of Series R
— Principal Amount $100,000,000,
 
 
 
(277)
Bonds of Series S
— Principal Amount $150,000,000,
 
 
 
(278)
Bonds of 1993 Series D
— Principal Amount $100,000,000,
 
 
 
(279)
Bonds of 1992 Series E
— Principal Amount $50,000,000,
 
 
 
(280)
Bonds of 1993 Series B
— Principal Amount $50,000,000,
 
 
 
(281)
Bonds of 1989 Series BP
— Principal Amount $66,565,000,
 
 
 


6


(282)
Bonds of 1990 Series A
— Principal Amount $194,649,000,
 
 
 
(283)
Bonds of 1990 Series D
— Principal Amount $0,
 
 
 
(284)
Bonds of 1993 Series G
— Principal Amount $225,000,000,
 
 
 
(285)
Bonds of 1993 Series K
— Principal Amount $160,000,000,
 
 
 
(286)
Bonds of 1991 Series EP
— Principal Amount $41,480,000,
 
 
 
(287)
Bonds of 1993 Series H
— Principal Amount $50,000,000,
 
 
 
(288)
Bonds of 1999 Series D
— Principal Amount $40,000,000,
 
 
 
(289)
Bonds of 1991 Series FP
— Principal Amount $98,375,000,
 
 
 
(290)
Bonds of 1992 Series BP
— Principal Amount $20,975,000,
 
 
 
(291)
Bonds of 1992 Series D
— Principal Amount $300,000,000,
 
 
 
(292)
Bonds of 1992 Series CP
— Principal Amount $35,000,000,
 
 
 
(293)
Bonds of 1993 Series C
— Principal Amount $225,000,000,
 
 
 
(294)
Bonds of 1993 Series E
— Principal Amount $400,000,000,
 
 
 
(295)
Bonds of 1993 Series J
— Principal Amount $300,000,000,
 
 
 
(597)
Bonds of Series KKP Nos. 10-15
— Principal Amount $179,590,000,
 
 
 
(302)
Bonds of 1989 Series BP No. 2
— Principal Amount $36,000,000,
 
 
 
(303)
Bonds of 1993 Series FP
— Principal Amount $5,685,000,
 
 
 
(304)
Bonds of 1993 Series IP
— Principal Amount $5,825,000,
 
 
 
(305)
Bonds of 1994 Series AP
— Principal Amount $7,535,000,
 
 
 
(306)
Bonds of 1994 Series BP
— Principal Amount $12,935,000,
 
 
 
(307)
Bonds of 1994 Series DP
— Principal Amount $23,700,000,
 
 
 
(308)
Bonds of 1994 Series C
— Principal Amount $200,000,000,
 
 
 
(309)
Bonds of 2000 Series A
— Principal Amount $220,000,000,
 
 
 
(310)
Bonds of 2005 Series A
— Principal Amount $200,000,000,
 
 
 
(311)
Bonds of 1995 Series AP
— Principal Amount $97,000,000,
 
 
 
(312)
Bonds of 1995 Series BP
— Principal Amount $22,175,000,
 
 
 


7


(313)
Bonds of 2001 Series D
— Principal Amount $200,000,000,
 
 
 
(314)
Bonds of 2005 Series B
— Principal Amount $200,000,000,
 
 
 
(315)
Bonds of 2006 Series CT
— Principal Amount $68,500,000,
 
 
 
(316)
Bonds of 2005 Series DT
— Principal Amount $119,175,000,
 
 
 
(317)
Bonds of 1991 Series AP
— Principal Amount $32,375,000,
 
 
 
(318)
Bonds of 2008 Series DT
— Principal Amount $68,500,000,
 
 
 
(319)
Bonds of 1993 Series AP
— Principal Amount $65,000,000,
 
 
 
(320)
Bonds of 2001 Series E
— Principal Amount $500,000,000,
 
 
 
(321)
Bonds of 2001 Series AP
— Principal Amount $31,000,000,
 
 
 
(322)
Bonds of 1991 Series BP
— Principal Amount $25,910,000,
 
 
 
(323)
Bonds of 2001 Series BP
— Principal Amount $82,350,000,
 
 
 
(324)
Bonds of 1999 Series AP
— Principal Amount $118,360,000,
 
 
 
(325)
Bonds of 1999 Series CP
— Principal Amount $66,565,000,
 
 
 
(326)
Bonds of 1999 Series BP
— Principal Amount $39,745,000,
 
 
 
(327)
Bonds of 2001 Series CP
— Principal Amount $139,855,000,
 
 
 
(328)
Bonds of 2000 Series B
— Principal Amount $50,745,000,
 
 
 
(329)
Bonds of 2002 Series A
— Principal Amount $225,000,000,
 
 
 
(330)
Bonds of 2002 Series C
— Principal Amount $64,300,000,
 
 
 
(331)
Bonds of 2002 Series D
— Principal Amount $55,975,000,
 
 
 
(332)
Bonds of 2009 Series CT
— Principal Amount $65,000,000,
 
 
 
(333)
Bonds of 2003 Series A
— Principal Amount $49,000,000,
 
 
 
(334)
Bonds of 2008 Series J
— Principal Amount $250,000,000,
 
 
 
(335)
Bonds of 2008 Series LT
— Principal Amount $50,000,000
 
 
 
(336)
Bonds of 1990 Series C
— Principal Amount $85,475,000,
 
 
 
(337)
Bonds of 1990 Series F
— Principal Amount $0,
 
 
 
(338)
Bonds of 2011 Series AT
— Principal Amount $31,000,000,
 
 
 
(339)
Bonds of 2004 Series B
— Principal Amount $31,980,000,
 
 
 
(340)
Bonds of 2004 Series A
— Principal Amount $36,000,000,
 
 
 
(341)
Bonds of 2009 Series BT
— Principal Amount $68,5000,000
 
 
 
(342)
Bonds of 2004 Series D
— Principal Amount $200,000,000,
 
 
 
(343)
Bonds of 2005 Series AR
— Principal Amount $200,000,000,
 
 
 
(344)
Bonds of 2010 Series CT
— Principal Amount $19,855,000,
 
 
 
(345)
Bonds of 1990 Series B
— Principal Amount $256,932,000,
 
 
 
(346)
Bonds of 1990 Series E
— Principal Amount $0,
 
 
 
(347)
Bonds of 2008 Series G
— Principal Amount $300,000,000, and
 
 
 
(348)
Bonds of 2010 Series A
— Principal Amount $300,000,000
 
 
 
 
all of which have either been retired and cancelled, or no longer represent obligations of the Company, having matured or having been called for redemption and funds necessary to effect the payment, redemption and retirement thereof having been deposited with the Trustee as a special trust fund to be applied for such purpose;
 
 
(349)
Bonds of 1991 Series CP in the principal amount of Thirty-two million eight hundred thousand dollars ($32,800,000), all of which are outstanding at the date hereof;
 
 
(350)
Bonds of 1991 Series DP in the principal amount of Thirty-seven million six hundred thousand dollars ($37,600,000), all of which are outstanding at the date hereof;
 
 

8


(351)
Bonds of 1992 Series AP in the principal amount of Sixty-six million dollars ($66,000,000), all of which are outstanding at the date hereof;
 
 
(352)
Bonds of 2002 Series B in the principal amount of Two hundred twenty-five million dollars ($225,000,000) all of which are outstanding at the date hereof;
 
 
(353)
;
 
 
(354)
;
 
 
(355)
;
 
 
(356)
;
 
 
(357)
;
 
 
(358)
Bonds of 2008 Series ET in the principal amount of One hundred nineteen million one hundred seventy five dollars ($119,175,000) of which fifty-nine million one hundred seventy-five thousand dollars ($59,175,000) are outstanding at the date hereof;
 
 


9


(359)
;
 
 
(360)
;
 
 
(361)
Bonds of 2011 Series B in the principal amount of Two hundred fifty million dollars ($250,000,000) all of which are outstanding at the date hereof;
 
 
(362)
;
 
 
(363)
;
 
 
(364)
;
 
 
(365)
;
 
 
(366)
;
 
 
(367)
;
 
 
(368)
;
 
 
(369)
;
 
 
(370)
;
 
 
(371)
;
 
 
(372)
;
 
 
(373)
Bonds of 2014 Series D in the principal amount of Three hundred and fifty million dollars ($350,000,000) all of which are outstanding at the date hereof;
 
 
(374)
Bonds of 2014 Series E in the principal amount of Three hundred and fifty million dollars ($350,000,000) all of which are outstanding at the date hereof;
 
 
(375)
Bonds of 2015 Series A in the principal amount of Five hundred million dollars ($500,000,000) all of which are outstanding at the date hereof;
 
 
(376)

Bonds of 2016 Series A in the principal amount of Three hundred million dollars ($300,000,000) all of which are outstanding at the date hereof;
 
 
(377)

Bonds of 2017 Series B in the principal amount of Four hundred forty million dollars ($440,000,000) all of which are outstanding at the date hereof;
 
 
(378)
Bonds of 2018 Series A in the principal amount of Five hundred twenty-five million dollars ($525,000,000) all of which are outstanding at the date hereof,
 
 
(379)
Bond of 2019 Series A in the principal amount of Six hundred fifty million dollars ($650,000,000) all of which are outstanding at the date hereof,
 
 
(380)
Bonds of 2020 Series A in the principal amount of Six hundred million dollars ($600,000,000) all of which are outstanding at the date hereof, and
 
 
(381)
Bonds of 2020 Series B in the principal amount of Five hundred million dollars ($500,000,000) all of which are outstanding at the date hereof,
 
 
 
 
 
accordingly, the Company has issued and has presently outstanding Eight billion, three hundred forty million, three hundred thousand dollars ($8,340,300,000) aggregate principal amount of its General and Refunding Mortgage Bonds (the “Bonds”) at the date hereof.

REASON FOR CREATION OF NEW SERIES.
WHEREAS, the Company desires to issue a new series of bonds pursuant to the Indenture; and
 
 
BONDS TO BE 2020 SERIES C
WHEREAS, the Company desires by this Supplemental Indenture to create a new series of bonds, to be designated “General and Refunding Mortgage Bonds, 2020 Series C,” in the aggregate principal amount of Six hundred million dollars ($600,000,000) to be authenticated and delivered pursuant to Section 4 of Article III of the Indenture; and
 
 

10


FURTHER ASSURANCE.
WHEREAS, the Original Indenture, by its terms, includes in the property subject to the lien thereof all of the estates and properties, real, personal and mixed, rights, privileges and franchises of every nature and kind and wheresoever situate, then or thereafter owned or possessed by or belonging to the Company or to which it was then or at any time thereafter might be entitled in law or in equity (saving and excepting, however, the property therein specifically excepted or released from the lien thereof), and the Company therein covenanted that it would, upon reasonable request, execute and deliver such further instruments as may be necessary or proper for the better assuring and confirming unto the Trustee all or any part of the trust estate, whether then or thereafter owned or acquired by the Company (saving and excepting, however, property specifically excepted or released from the lien thereof); and
 
 
 
 
AUTHORIZATION OF SUPPLEMENTAL INDENTURE.
WHEREAS, the Company in the exercise of the powers and authority conferred upon and reserved to it under and by virtue of the provisions of the Indenture, and pursuant to resolutions of its Board of Directors, has duly resolved and determined to make, execute and deliver to the Trustee a supplemental indenture in the form hereof for the purposes herein provided; and
 
 
 
WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;
 
 
CONSIDERATION FOR SUPPLEMENTAL INDENTURE.
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That DTE Electric Company, in consideration of the premises and of the covenants contained in the Indenture and of the sum of One Dollar ($1.00) and other good and valuable consideration to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in the trusts under the Original Indenture and in said indentures supplemental thereto as follows:
 
 
 
PART I.

CREATION OF THREE HUNDRED EIGHTY-SECOND
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2020 SERIES C

TERMS OF BONDS OF
2020 SERIES C.
SECTION 1. The Company hereby creates the three hundred eightieth series of bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title “General and Refunding Mortgage Bonds, 2020 Series C” (elsewhere herein referred to as the “bonds of 2020 Series C”). The aggregate principal amount of bonds of 2020 Series C shall be limited to Six hundred million dollars ($600,000,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds, and except further that the Company may, without the consent of any holder of the bonds of 2020 Series C, “reopen” the bonds of 2020 Series C, so long as any additional bonds of 2020 Series C have the same tenor and terms as the bonds of 2020 Series C established hereby.
 
 

11


 
The bonds of 2020 Series C shall be issued as registered bonds without coupons in denominations of $2,000 and any larger amount that is an integral multiple of $1,000. The bonds of 2020 Series C shall be issued in the aggregate principal amount of 600,000,000 shall mature on March 1, 2031 (subject to earlier redemption) and shall bear interest, payable semi-annually on March 1 and September 1 of each year (commencing September 1, 2020), at the rate of two and five-eighths percent (2.625%) per annum until the principal thereof shall have become due and payable and thereafter until the Company’s obligation with respect to the payment of said principal shall have been discharged as provided in the Indenture. The bonds of 2020 Series C will be issued in book-entry form through the facilities of The Depository Trust Company. Except as otherwise specifically provided in this Supplemental Indenture, the bonds of 2020 Series C shall be payable, as to principal, premium, if any, and interest, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.
 
 
 
Except as provided herein, each bond of 2020 Series C shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the March 1 or September 1 next preceding the date to which interest has been paid on bonds of 2020 Series C, unless the bond is authenticated on a date prior to September 1, 2020 in which case interest shall be payable from April 6, 2020.
 
 
 
Exchange of signature pages to this Supplemental Indenture and the bonds by facsimile or electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture and the bonds.
 
 


12


 
The bonds of 2020 Series C in definitive form shall be, at the election of the Company, fully engraved or shall be lithographed or printed in authorized denominations as aforesaid and numbered R-1 and upwards (with such further designation as may be appropriate and desirable to indicate by such designation the form, series and denomination of bonds of 2020 Series C). Until bonds of 2020 Series C in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver in lieu thereof, bonds of 2020 Series C in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2020 Series C if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2020 Series C, but without a recital of redemption prices and with such omissions, insertions and variations as may be appropriate for temporary bonds, all as may be determined by the Company.
 
 
 
Interest on any bond of 2020 Series C that is payable on any interest payment date and is punctually paid or duly provided for shall be paid to the person in whose name that bond, or any previous bond to the extent evidencing the same debt as that evidenced by that bond, is registered at the close of business on the regular record date for such interest, which regular record date shall be the fifteenth calendar day (whether or not such day is a business day) immediately preceding the applicable interest payment date. If the Company shall default in the payment of the interest due on any interest payment date on the principal represented by any bond of 2020 Series C, such defaulted interest shall forthwith cease to be payable to the registered holder of that bond on the relevant regular record date by virtue of his having been such holder, and such defaulted interest may be paid to the registered holder of that bond (or any bond or bonds of 2020 Series C issued upon transfer or exchange thereof) on the date of payment of such defaulted interest or, at the election of the Company, to the person in whose name that bond (or any bond or bonds of 2020 Series C issued upon transfer or exchange thereof) is registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of bonds of 2020 Series C not less than ten (10) days preceding such subsequent record date, which subsequent record date shall be at least five (5) days prior to the payment date of such defaulted interest. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
 
 
 
Bonds of 2020 Series C, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.
 
 
 
If any interest payment date, date of redemption or the stated maturity for the bonds of 2020 Series C would otherwise be a day that is not a business day, payment of principal and/or interest or premium, if any, with respect to the bonds of 2020 Series C will be paid on the next succeeding business day with the same force and effect as if made on such date and no interest on such payment will accrue from and after such date
 
 
 
“Business day” means any day other than a day on which banking institutions in the State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close
 
 


13


REDEMPTION OF BONDS OF 2020 SERIES C.
SECTION 2. Bonds of 2020 Series C will be redeemable at the option of the Company, in whole at any time or in part from time to time at the redemption prices set forth below.
 
 
 
At any time prior to the Par Call Date (as defined below), the optional redemption price will be equal to the greater of (i) 100% of the principal amount of the bonds of 2020 Series C to be redeemed on the redemption date and (ii) the sum of the present values of the remaining scheduled payments of principal and interest of the bonds of 2020 Series C to be redeemed that would be due if the bonds of 2020 Series C matured on the Par call Date (not including any portion of any payments of interest accrued to the redemption date), in each case discounted from their respective scheduled payment dates to such redemption date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 30 basis points, as determined by the Quotation Agent (as defined below), plus, in each case, accrued and unpaid interest thereon to the redemption date.
 
 
 
At any time on or after the Par Call Date (as defined below), the optional redemption price will be equal to 100% of the principal amount of the bonds of 2020 Series C to be redeemed on the redemption date plus accrued and unpaid interest thereon to the redemption date.
 
 
 
Notwithstanding the foregoing, installments of interest on the bonds of 2020 Series C that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
 
 
 
“Adjusted Treasury Rate” means, with respect to any optional redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such redemption date assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
 
 
 
“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the bonds of 2020 Series C (assuming, for this purpose, that the bonds of 2020 Series C mature on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of such comparable maturity.
 
 
 
“Comparable Treasury Price” means, with respect to any optional redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.
 
 
 
“Par Call Date” means December 1, 2030.
 
 
 
“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company.
 
 


14


 
“Reference Treasury Dealer” means (i) each of Barclays Capital Inc., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. (or their respective affiliates which are Primary Treasury Dealers), or their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealer(s) selected by the Company..
 
 
 
“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any optional redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.
 
 
 
The bonds of 2020 Series C shall be redeemable as aforesaid upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than sixty (60) days, prior to the date fixed for redemption to the registered holders of bonds of 2020 Series C so called for redemption at their last respective addresses appearing on the register thereof, but failure to mail such notice to the registered holders of any bonds of 2020 Series C designated for redemption shall not affect the validity of any such redemption of any other bonds of such series. Interest shall cease to accrue on any bonds of 2020 Series C (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 2020 Series C (or such portion) designated for redemption has been duly provided for. Bonds of 2020 Series C redeemed in part only shall be in amounts of $2,000 or any larger amount that is an integral multiple of $1,000.
 
 
 
If the giving of the notice of redemption shall have been completed, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited with the Trustee in trust funds (which shall have become available for payment to the holders of the bonds of 2020 Series C so to be redeemed) sufficient to redeem bonds of 2020 Series C in whole or in part, on the date fixed for redemption, then all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and interest due or to become due thereon shall cease and be discharged and the holders of such bonds of 2020 Series C (or portions thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or in respect of such bonds (or portions thereof) and interest.
 
 
 
The bonds of 2020 Series C shall not be entitled to or subject to any sinking fund and shall not be redeemable other than as provided in Section 2 hereof.
 
 
EXCHANGE AND TRANSFER.
SECTION 3. At the option of the registered holder, any bonds of 2020 Series C, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, together with a written instrument of transfer (if so required by the Company or by the Trustee) in form approved by the Company duly executed by the holder or by its duly authorized attorney, shall be exchangeable for a like aggregate principal amount of bonds of 2020 Series C upon the terms and conditions specified herein and in Section 7 of Article II of the Indenture. The Company waives its rights under Section 7 of Article II of the Indenture not to make exchanges or transfers of bonds of 2020 Series C during any period of ten (10) days next preceding any redemption date for such bonds.
 
 
 
Bonds of 2020 Series C, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.
 
 

FORM
OF BONDS OF
2020 SERIES C.
SECTION 4. The bonds of 2020 Series C and the form of Trustee’s Certificate to be endorsed on such bonds shall be substantially in the following forms, respectively:
 
 
 
 

15


 
DTE ELECTRIC COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2020 SERIES C
 
 
 
[This bond is a global security within the meaning of the indenture hereinafter referred to and is registered in the name of a depository or a nominee of a depository. Unless and until it is exchanged in whole or in part for bonds in certificated form, this bond may not be transferred except as a whole by the Depository Trust Company (“DTC”) to a nominee of DTC or by DTC or any such nominee to a successor of DTC or any such nominee to a successor of DTC or a nominee of such successor. Unless this bond is presented by an authorized representative of DTC to the issuer or its agent for registration of transfer, exchange or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co., or to such other entity as is requested by an authorized representative of DTC) any transfer, pledge or other use hereof for value or otherwise by a person is wrongful, inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]
 
 
 
CUSIP
 
$______________ No. R-___
 
 
 
DTE ELECTRIC COMPANY (hereinafter called the “Company”), a corporation of the State of Michigan, for value received, hereby promises to pay to [Cede & Co.], or registered assigns, at the Company’s office or agency in the Borough of Manhattan, the City and State of New York, the principal sum of _________________ dollars ($_______) in lawful money of the United States of America on March 1, 2031 (subject to earlier redemption) and interest thereon at the rate of 2.625 % per annum, in like lawful money, from April 6, 2020 and after the first payment of interest on bonds of this Series has been made or otherwise provided for, from the most recent date to which interest has been paid or otherwise provided for, semi-annually on March 1 and September 1 of each year (commencing September 1, 2020), until the Company’s obligation with respect to payment of said principal shall have been discharged, all as provided, to the extent and in the manner specified in the Indenture hereinafter mentioned and in the supplemental indenture pursuant to which this bond has been issued.
 
 

16


 
This bond is one of an authorized issue of bonds of the Company, unlimited as to amount except as provided in the Indenture hereinafter mentioned or any indentures supplemental thereto, and is one of a series of General and Refunding Mortgage Bonds known as 2020 Series C, limited to an aggregate principal amount of $600,000,000, except as otherwise provided in the Indenture hereinafter mentioned. This bond and all other bonds of said series are issued and to be issued under, and are all equally and ratably secured (except insofar as any sinking, amortization, improvement or analogous fund, established in accordance with the provisions of the Indenture hereinafter mentioned, may afford additional security for the bonds of any particular series and except as provided in Section 3 of Article VI of said Indenture) by an Indenture, dated as of October 1, 1924, duly executed by the Company to The Bank of New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of April 1, 2020) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of April 1, 2020, are hereinafter collectively called the “Indenture”). As provided in the Indenture, said bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as in said Indenture provided. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of the bonds and the terms and provisions of the Indenture, or of any indenture supplemental thereto, may be modified or altered in certain respects by affirmative vote of at least eighty-five percent (85%) in amount of the bonds then outstanding, and, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected by the action proposed to be taken, then also by affirmative vote of at least eighty-five percent (85%) in amount of the series of bonds so to be affected (excluding in every instance bonds disqualified from voting by reason of the Company’s interest therein as specified in the Indenture); provided, however, that, without the consent of the holder hereof, no such modification or alteration shall, among other things, affect the terms of payment of the principal of or the interest on this bond, which in those respects is unconditional.
 
 
 
This bond is not subject to repayment at the option of the holder hereof. Except as provided below, this bond is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
 
 
 
This bond will be redeemable at the option of the Company, in whole at any time or in part from time to time at the redemption prices set forth below. At any time prior to the Par Call Date (as defined below), the optional redemption price will be equal to the greater of (i) 100% of the principal amount of this bond to be redeemed on the redemption date and (ii) the sum of the present values of the remaining scheduled payments of principal and interest of this bond to be redeemed that would be due if this bond matured on the Par Call Date (not including any portion of any payments of interest accrued to the redemption date), in each case discounted from their respective scheduled payment dates to such redemption date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 30 basis points, as determined by the Quotation Agent (as defined below), plus, in each case, accrued and unpaid interest thereon to the redemption date. At any time on or after the Par Call Date (as defined below), the optional redemption price will be equal to 100% of the principal amount of this bond to be redeemed on the redemption date plus accrued and unpaid interest thereon to the redemption date.
 
 
 
Notwithstanding the foregoing, installments of interest on this bond that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
 
 

17


 
“Adjusted Treasury Rate” means, with respect to any optional redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such redemption date assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
 
 
 
“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of this bond (assuming, for this purpose, that this bond matures on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of such comparable maturity.
 
 
 
“Comparable Treasury Price” means, with respect to any optional redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.
 
 
 
“Par Call Date” means December 1, 2030.
 
 
 
“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company
 
 
 
“Reference Treasury Dealer” means (i) each of Barclays Capital Inc., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. (or their respective affiliates which are Primary Treasury Dealers), or their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealer(s) selected by the Company.
 
 
 
“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any optional redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.
 
 
 
Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the optional redemption date to the holder hereof at its registered address. If notice has been provided in accordance with the Indenture and funds for the redemption of this bond called for redemption have been made available on the redemption date, this bond will cease to bear interest on the date fixed for redemption. Thereafter, the only right of the holder hereof will be to receive payment of the redemption price.
 
 
 
Under the Indenture, funds may be deposited with the Trustee (which shall have become available for payment), in advance of the redemption date of any of the bonds of 2020 Series C (or portions thereof), in trust for the redemption of such bonds (or portions thereof) and the interest due or to become due thereon, and thereupon all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and such interest shall cease and be discharged, and the holders thereof shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or with respect to such bonds (or portions thereof) and interest.
 
In case an event of default, as defined in the Indenture, shall occur, the principal of all the bonds issued thereunder may become or be declared due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
 
 
 
The bonds of this series are issuable only in fully registered form without coupons in denominations of $2,000 and any larger amount that is an integral multiple of $1,000. This Global Security is exchangeable for bonds in definitive form only under certain limited circumstances set forth in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, bonds of this series are exchangeable for a like aggregate principal amount of bonds of this series of a different authorized denomination, as requested by the registered holder surrendering the same.
 
 

18


 
This bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, the City and State of New York, upon surrender and cancellation of this bond, and thereupon, a new registered bond of the same series of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, and this bond with others in like form may in like manner be exchanged for one or more new bonds of the same series of other authorized denominations, but of the same aggregate principal amount, all as provided and upon the terms and conditions set forth in the Indenture, and upon payment, in any event, of the charges prescribed in the Indenture.
 
 
 
No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon or otherwise in respect hereof or of the Indenture, or of any indenture supplemental thereto, against any incorporator, or against any past, present or future stockholder, director or officer, as such, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise howsoever; all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released by every holder or owner hereof, as more fully provided in the Indenture.
 
 
 
This bond shall not be valid or become obligatory for any purpose until The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
 
 
 
IN WITNESS WHEREOF, DTE ELECTRIC COMPANY has caused this instrument to be executed by an authorized officer, with his or her manual or facsimile signatures, and its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and the same to be attested by its Corporate Secretary or Assistant Corporate Secretary by manual or facsimile signature.
 
 
 
Dated: _____________

DTE ELECTRIC COMPANY

 
 
 
By:                                                     
Name:                                                
Title:                                                  
 
 
 
[Corporate Seal]
 
 
 
Attest:


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


By:                                                             
   Authorized Representative

Date:                                                     

 
 


19


 
PART II.
 
 
 
RECORDING AND FILING DATA
 
 
RECORDING AND FILING OF ORIGINAL INDENTURE.
The Original Indenture and indentures supplemental thereto have been recorded and/or filed and Certificates of Provision for Payment have been recorded as hereinafter set forth.
 
The Original Indenture has been recorded as a real estate mortgage and filed as a chattel Mortgage in the offices of the respective Registers of Deeds of certain counties in the State of Michigan as set forth in the Supplemental Indenture dated as of September 1, 1947, has been recorded as a real estate mortgage in the office of the Register of Deeds of Mason County, Michigan as set forth in the Supplemental Indenture dated as of June 15, 1971, has been recorded as a real estate mortgage in the office of the Register of Deeds of Genesee County, Michigan as set forth in the Supplemental Indenture dated as of May 1, 1974, has been recorded as a real estate mortgage in the office of the Register of Deeds of Gratiot County, Michigan on June 18, 2012 at Liber 923 Page 772, has been recorded as a real estate mortgage in the office of the Register of Deeds of Midland County, Michigan on June 18, 2012 at Liber 1555 Page 504, has been recorded as a real estate mortgage in the office of the Register of Deeds of Montcalm County, Michigan on March 6, 2015 at Document Number 2015R-03220 has been filed in the Office of the Secretary of State of Michigan on November 16, 1951 and has been filed and recorded in the office of the Interstate Commerce Commission on December 8, 1969.
 
 
RECORDING AND FILING OF SUPPLEMENTAL INDENTURES.
Pursuant to the terms and provisions of the Original Indenture, indentures supplemental thereto heretofore entered into have been Recorded as a real estate mortgage and/or filed as a chattel mortgage or as a financing statement in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, the Office of the Secretary of State of Michigan and the Office of the Interstate Commerce Commission or the Surface Transportation Board, as set forth in supplemental indentures as follows:

SUPPLEMENTAL INDENTURE DATED AS OF   

PURPOSE OF SUPPLEMENTAL
INDENTURE

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

June 1, 1925(a)(b)
Series B Bonds
February 1, 1940
August 1, 1927(a)(b)
Series C Bonds
February 1, 1940
February 1, 1931(a)(b)
Series D Bonds
February 1, 1940
June 1, 1931(a)(b)
Subject Properties
February 1, 1940
October 1, 1932(a)(b)
Series E Bonds
February 1, 1940
September 25, 1935(a)(b)
Series F Bonds
February 1, 1940
September 1, 1936(a)(b)
Series G Bonds
February 1, 1940
November 1, 1936(a)(b)
Subject Properties
February 1, 1940
February 1, 1940(a)(b)
Subject Properties
September 1, 1947
December 1, 1940(a)(b)
Series H Bonds and Additional Provisions
September 1, 1947
September 1, 1947(a)(b)(c)
Series I Bonds, Subject Properties and Additional Provisions
November 15, 1951
March 1, 1950(a)(b)(c)
Series J Bonds and Additional Provisions
November 15, 1951
November 15, 1951(a)(b)(c)
Series K Bonds, Additional Provisions and Subject Properties
January 15, 1953
January 15, 1953(a)(b)
Series L Bonds
May 1, 1953
May 1, 1953(a)
Series M Bonds and Subject Properties
March 15, 1954
March 15, 1954(a)(c)
Series N Bonds and Subject Properties
May 15, 1955

20


SUPPLEMENTAL INDENTURE DATED AS OF   

PURPOSE OF SUPPLEMENTAL
INDENTURE

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

May 15, 1955(a)(c)
Series O Bonds and Subject Properties
August 15, 1957
August 15, 1957(a)(c)
Series P Bonds, Additional Provisions and Subject Properties
June 1, 1959
June 1, 1959(a)(c)
Series Q Bonds and Subject Properties
December 1, 1966
December 1, 1966(a)(c)
Series R Bonds, Additional Provisions and Subject Properties
October 1, 1968
October 1, 1968(a)(c)
Series S Bonds and Subject Properties
December 1, 1969
December 1, 1969(a)(c)
Series T Bonds and Subject Properties
July 1, 1970
July 1, 1970(c)
Series U Bonds and Subject Properties
December 15, 1970
December 15, 1970(c)
Series V Bonds and Series W Bonds
June 15, 1971
June 15, 1971(c)
Series X Bonds and Subject Properties
November 15, 1971
November 15, 1971(c)
Series Y Bonds and Subject Properties
January 15, 1973
January 15, 1973(c)
Series Z Bonds and Subject Properties
May 1, 1974
May 1, 1974
Series AA Bonds and Subject Properties
October 1, 1974
October 1, 1974
Series BB Bonds and Subject Properties
January 15, 1975
January 15, 1975
Series CC Bonds and Subject Properties
November 1, 1975
November 1, 1975
Series DDP Nos. 1-9 Bonds and Subject Properties
December 15, 1975
December 15, 1975
Series EE Bonds and Subject Properties
February 1, 1976
February 1, 1976
Series FFR Nos. 1-13 Bonds
June 15, 1976
June 15, 1976
Series GGP Nos. 1-7 Bonds and Subject Properties
July 15, 1976
July 15, 1976
Series HH Bonds and Subject Properties
February 15, 1977
February 15, 1977
Series MMP Bonds and Subject Properties
March 1, 1977
March 1, 1977
Series IIP Nos. 1-7 Bonds, Series JJP Nos. 1-7 Bonds, Series KKP Nos. 1-7 Bonds and Series LLP Nos. 1-7 Bonds
June 15, 1977
June 15, 1977
Series FFR No. 14 Bonds and Subject Properties
July 1, 1977
July 1, 1977
Series NNP Nos. 1-7 Bonds and Subject Properties
October 1, 1977
October 1, 1977
Series GGP Nos. 8-22 Bonds and Series OOP Nos. 1-17 Bonds and Subject Properties
June 1, 1978
June 1, 1978
Series PP Bonds, Series QQP Nos. 1-9 Bonds and Subject Properties
October 15, 1978
October 15, 1978
Series RR Bonds and Subject Properties
March 15, 1979
March 15, 1979
Series SS Bonds and Subject Properties
July 1, 1979
July 1, 1979
Series IIP Nos. 8-22 Bonds, Series NNP Nos. 8-21 Bonds and Series TTP Nos. 1-15 Bonds and Subject Properties
September 1, 1979
September 1, 1979
Series JJP No. 8 Bonds, Series KKP No. 8 Bonds, Series LLP Nos. 8-15 Bonds, Series MMP No. 2 Bonds and Series OOP No. 18 Bonds and Subject Properties
September 15, 1979

21


SUPPLEMENTAL INDENTURE DATED AS OF   

PURPOSE OF SUPPLEMENTAL
INDENTURE

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

September 15, 1979
Series UU Bonds
January 1, 1980
January 1, 1980
1980 Series A Bonds and Subject Properties
April 1, 1980
April 1, 1980
1980 Series B Bonds
August 15, 1980
August 15, 1980
Series QQP Nos. 10-19 Bonds, 1980 Series CP Nos. 1-12 Bonds and 1980 Series DP No. 1-11 Bonds and Subject Properties
August 1, 1981
August 1, 1981
1980 Series CP Nos. 13-25 Bonds and Subject Properties
November 1, 1981
November 1, 1981
1981 Series AP Nos. 1-12 Bonds
June 30, 1982
June 30, 1982
Article XIV Reconfirmation
August 15, 1982
August 15, 1982
1981 Series AP Nos. 13-14 Bonds and Subject Properties
June 1, 1983
June 1, 1983
1981 Series AP Nos. 15-16 Bonds and Subject Properties
October 1, 1984
October 1, 1984
1984 Series AP Bonds and 1984 Series BP Bonds and Subject Properties
May 1, 1985
May 1, 1985
1985 Series A Bonds
May 15, 1985
May 15, 1985
1985 Series B Bonds and Subject Properties
October 15, 1985
October 15, 1985
Series KKP No. 9 Bonds and Subject Properties
April 1, 1986
April 1, 1986
1986 Series A Bonds and Subject Properties
August 15, 1986
August 15, 1986
1986 Series B Bonds and Subject Properties
November 30, 1986
November 30, 1986
1986 Series C Bonds
January 31, 1987
January 31, 1987
1987 Series A Bonds
April 1, 1987
April 1, 1987
1987 Series B Bonds and 1987 Series C Bonds
August 15, 1987
August 15, 1987
1987 Series D Bonds, 1987 Series E Bonds and Subject Properties
November 30, 1987
November 30, 1987
1987 Series F Bonds
June 15, 1989
June 15, 1989
1989 Series A Bonds
July 15, 1989
July 15, 1989
Series KKP No. 10 Bonds
December 1, 1989
December 1, 1989
Series KKP No. 11 Bonds and 1989 Series BP Bonds
February 15, 1990
February 15, 1990
1990 Series A Bonds, 1990 Series B Bonds, 1990 Series C Bonds, 1990 Series D Bonds, 1990 Series E Bonds and 1990 Series F Bonds
November 1, 1990
November 1, 1990
Series KKP No. 12 Bonds
April 1, 1991
April 1, 1991
1991 Series AP Bonds
May 1, 1991
May 1, 1991
1991 Series BP Bonds and 1991 Series CP Bonds
May 15, 1991
May 15, 1991
1991 Series DP Bonds
September 1, 1991
September 1, 1991
1991 Series EP Bonds
November 1, 1991

22


SUPPLEMENTAL INDENTURE DATED AS OF   

PURPOSE OF SUPPLEMENTAL
INDENTURE

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

November 1, 1991
1991 Series FP Bonds
January 15, 1992
January 15, 1992
1992 Series BP Bonds
February 29, 1992 and April 15, 1992
February 29, 1992
1992 Series AP Bonds
April 15, 1992
April 15, 1992
Series KKP No. 13 Bonds
July 15, 1992
July 15, 1992
1992 Series CP Bonds
November 30, 1992
July 31, 1992
1992 Series D Bonds
November 30, 1992
November 30, 1992
1992 Series E Bonds and 1993 Series B Bonds
March 15, 1993
December 15, 1992
Series KKP No. 14 Bonds and 1989 Series BP No. 2 Bonds
March 15, 1993
January 1, 1993
1993 Series C Bonds
April 1, 1993
March 1, 1993
1993 Series E Bonds
June 30, 1993
March 15, 1993
1993 Series D Bonds
September 15, 1993
April 1, 1993
1993 Series FP Bonds and 1993 Series IP Bonds
September 15, 1993
April 26, 1993
1993 Series G Bonds and Amendment of Article II, Section 5
September 15, 1993
May 31, 1993
1993 Series J Bonds
September 15, 1993
June 30, 1993
1993 Series AP Bonds
   (d)
June 30, 1993
1993 Series H Bonds
   (d)
September 15, 1993
1993 Series K Bonds
March 1, 1994
March 1, 1994
1994 Series AP Bonds
June 15, 1994
June 15, 1994
1994 Series BP Bonds
December 1, 1994
August 15, 1994
1994 Series C Bonds
December 1, 1994
December 1, 1994
Series KKP No. 15 Bonds and 1994 Series DP Bonds
August 1, 1995
August 1, 1995
1995 Series AP Bonds and 1995 Series BP Bonds
August 1, 1999
August 1, 1999
1999 Series AP Bonds, 1999 Series BP Bonds and 1999 Series CP Bonds
   (d)
August 15, 1999
1999 Series D Bonds
   (d)
January 1, 2000
2000 Series A Bonds
   (d)
April 15, 2000
Appointment of Successor Trustee
   (d)
August 1, 2000
2000 Series BP Bonds
   (d)
March 15, 2001
2001 Series AP Bonds
   (d)
May 1, 2001
2001 Series BP Bonds
   (d)
August 15, 2001
2001 Series CP Bonds
   (d)
September 15, 2001
2001 Series D Bonds and 2001 Series E Bonds
   (d)
September 17, 2002
Amendment of Article XIII, Section 3 and Appointment of Successor Trustee
   (d)

23


SUPPLEMENTAL INDENTURE DATED AS OF   

PURPOSE OF SUPPLEMENTAL
INDENTURE

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

October 15, 2002
2002 Series A Bonds and 2002 Series B Bonds
   (d)
December 1, 2002
2002 Series C Bonds and 2002 Series D Bonds
   (d)
August 1, 2003
2003 Series A Bonds
   (d)
March 15, 2004
2004 Series A Bonds and 2004 Series B Bonds
   (d)
July 1, 2004
2004 Series D Bonds
   (d)
February 1, 2005
2005 Series A Bonds and 2005 Series B Bonds
May 15, 2006
April 1, 2005
2005 Series AR Bonds and 2005 Series BR Bonds
May 15, 2006
August 1, 2005
2005 Series DT Bonds
May 15, 2006
September 15, 2005
2005 Series C Bonds
May 15, 2006
September 30, 2005
2005 Series E Bonds
May 15, 2006
May 15, 2006
2006 Series A Bonds
December 1, 2006
December 1, 2006
2006 Series CT Bonds
December 1, 2007
December 1, 2007
2007 Series A Bonds
April 1, 2008
April 1, 2008
2008 Series DT Bonds
May 1, 2008
May 1, 2008
2008 Series ET Bonds
July 1, 2008
June 1, 2008
2008 Series G Bonds
October 1, 2008
July 1, 2008
2008 Series KT Bonds
October 1, 2008
October 1, 2008
2008 Series J Bonds
December 1, 2008
December 1, 2008
2008 Series LT Bonds
March 15, 2009
March 15, 2009
2009 Series BT Bonds
November 1, 2009
November 1, 2009
2009 Series CT Bonds
August 1, 2010
August 1, 2010
2010 Series B Bonds
December 1, 2010
September 1, 2010
2010 Series A Bonds
December 1, 2010
December 1, 2010
2010 Series CT Bonds
March 1, 2011
March 1, 2011
2011 Series AT Bonds
May 15, 2011
May 15, 2011
2011 Series B Bonds
August 1, 2011
August 1, 2011
2011 Series GT Bonds
June 20, 2012
August 15, 2012
2011 Series D, E and F Bonds
June 20, 2012
September 1, 2012
2011 Series H Bonds
June 20, 2012
June 20, 2012
2012 Series A and B Bonds
March 15, 2013
March 15, 2013
2013 Series A Bonds
August 1, 2013
August 1, 2013
2013 Series B Bonds
June 1, 2014
June 1, 2014
2014 Series A and B Bonds
July 1, 2014
July 1, 2014
2014 Series D and E Bonds
March 1, 2015
March 1, 2015
2015 Series A Bonds
May 1, 2016
May 1, 2016
2016 Series A Bonds
August 1, 2017

24


SUPPLEMENTAL INDENTURE DATED AS OF   

PURPOSE OF SUPPLEMENTAL
INDENTURE

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

August 1, 2017
2017 Series B Bonds
May 1, 2018
May 1, 2018
2018 Series A Bonds
February 1, 2019
February 1, 2019
2019 Series A Bonds
February 1, 2020


25


 
(a) See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce Commission filing and recordation information.
 
(b) See Supplemental Indenture dated as of May 1, 1953 for Secretary of State of Michigan filing information.
 
(c) See Supplemental Indenture dated as of May 1, 1974 for County of Genesee, Michigan recording and filing information.
 
(d) Recording and filing information for this Supplemental Indenture has not been set forth in a subsequent Supplemental Indenture.
 
 
RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 1, 2019.
Further, pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated as of February 1, 2019 providing for the terms of bonds to be issued thereunder of 2019 Series A has heretofore been entered into between the Company and the Trustee and has been filed in the Office of the Secretary of State of Michigan as a financing statement on February 25, 2019 (Filing No. 20190226000570-2), has been filed and recorded in the Office of the Surface Transportation Board on February 28, 2019 (Recordation No. 5485- PPPPPP), and has been recorded as a real estate mortgage in the offices of the respective Register of Deeds of certain counties in the State of Michigan, as follows:
 
 
 
 
 
 
 

COUNTY

RECORDED
LIBER/
INSTRUMENT NO.

PAGE
 
 
Genesee County Michigan
2/25/2019
201902250008477
--
 
 
Gratiot County Michigan
2/25/2019
1306
01444-01479
 
 
Huron County Michigan
2/25/2019
1662
387
 
 
Ingham County Michigan
2/26/2019
2019-005380
--
 
 
Lapeer County Michigan
2/25/2019
3010
30
 
 
Lenawee County Michigan
2/25/2019
2575
586
 
 
Livingston County Michigan
2/25/2019
2019R-004323
--
 
 
Macomb County Michigan
2/26/2019
25824
279
 
 
Mason County Michigan
2/25/2019
2019R00767
--
 
 
Midland County Michigan
2/25/2019
1622
132
 
 
Monroe County Michigan
2/25/2019
2019R02615
--
 
 
Montcalm County Michigan
2/25/2019
2019R-01597
--
 
 
Oakland County Michigan
3/1/2019
52612
443
 
 
Sanilac County Michigan
2/25/2019
1395
658
 
 
St. Clair County Michigan
2/25/2019
5033
258
 
 
Tuscola County Michigan
2/25/2019
1416
01177-01212
 
 
Washtenaw County Michigan
2/25/2019
5292
375
 
 
Wayne County Michigan
4/10/2019
54984
865
 

RECORDING OF CERTIFICATES OF PROVISION FOR PAYMENT.

Certificates of Provision for Payment have been recorded in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, with respect to all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.


26


 
PART III.
 
 
 
THE TRUSTEE.
 
 
TERMS AND CONDITIONS OF ACCEPTANCE OF TRUST BY TRUSTEE.
The Trustee hereby accepts the trust hereby declared and provided, and agrees to perform the same upon the terms and conditions in the Original Indenture, as amended to date and as supplemented by this Supplemental Indenture, and in this Supplemental Indenture set forth, and upon the following terms and conditions:
 
 
 
The Trustee shall not be responsible in any manner whatsoever for and in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely.

 
PART IV.
 
 
 
MISCELLANEOUS.
 
 
CONFIRMATION OF SECTION 318(c) OF TRUST INDENTURE ACT.
Except to the extent specifically provided therein, no provision of this Supplemental Indenture or any future supplemental indenture is intended to modify, and the parties do hereby adopt and confirm, the provisions of Section 318(c) of the Trust Indenture Act which amend and supersede provisions of the Indenture in effect prior to November 15, 1990.

EXECUTION IN COUNTERPARTS.
THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
 
 
TESTIMONIUM.
IN WITNESS WHEREOF, DTE ELECTRIC COMPANY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. HAVE CAUSED THESE PRESENTS TO BE SIGNED IN THEIR RESPECTIVE CORPORATE NAMES BY THEIR RESPECTIVE CHAIRMEN OF THE BOARD, PRESIDENTS, VICE PRESIDENTS, ASSISTANT VICE PRESIDENTS, TREASURERS OR ASSISTANT TREASURERS, ATTESTED BY THEIR RESPECTIVE SECRETARIES OR ASSISTANT SECRETARIES, ALL AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.

27



EXECUTION BY            DTE ELECTRIC COMPANY
COMPANY.

            
By:/s/Edward J. Solomon______________
Name:    Edward J. Solomon
Title:    Assistant Treasurer

Attest:



By:/s/Ann M. Hayes________________
Name:    Ann M. Hayes
Title:     Assistant Corporate Secretary


Signed and delivered by
DTE ELECTRIC COMPANY
in the presence of:



/s/Daniel T. Richards        
Name: Daniel T. Richards



/s/Melissa Kemmerle        
Name: Melissa Kemmerle

28


STATE OF MICHIGAN    )
) SS
COUNTY OF WAYNE    )

ACKNOWLEDG-MENT OF EXECUTION BY
COMPANY.
 
On this 1st day of April, 2020, before me, the subscriber, a Notary Public within and for the County of Wayne, in the State of Michigan, acting in the County of Wayne, personally appeared Edward J. Solomon, to me personally known, who, being by me duly sworn, did say that he does business at One Energy Plaza, Detroit, Michigan 48226 and is the Assistant Treasurer of DTE ELECTRIC COMPANY, one of the corporations described in and which executed the foregoing instrument; and that said instrument was signed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said Edward J. Solomon acknowledged said instrument to be the free act and deed of said corporation.


 
/s/Elizabeth Ellen Kochevar
Elizabeth Ellen Kochevar
Notary Public, Wayne County, MI
Acting in Wayne
My Commission Expires: November 16, 2021


29




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


By:/s/Tamara Klement-Ellis_______________
(Corporate Seal)    Name:    Tamara Klement-Ellis
Title:     Director

Attest:


By: /s/Antonio L. Portuondo____________________________
Name:    Antonio L. Portuondo
Title:    President






30


STATE OF FLORIDA    )
) SS
COUNTY OF DUVAL    )

ACKNOWLEDG-MENT OF EXECUTION BY TRUSTEE.



 
On this 2nd day of April, 2020, before me, the subscriber, a Notary Public within and for the State of Florida, personally appeared Tamara Klement-Ellis to me personally known, or proved to me on the basis of satisfactory identification and who, being by me duly sworn, did say that her business office is located at 10161 Centurion Parkway N., Jacksonville, FL 32256, and she is an Authorized Officer of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., one of the corporations described in and which executed the foregoing instrument; that [he/she] knows the corporate seal of the said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said Vice President acknowledged said instrument to be the free act and deed of said corporation.

(Notarial Seal)
 

/s/Cynthia M. Moore____________________________________
Cynthia M. Moore
My Commission #GG284329
Expires: December 13, 2022
 


31



STATE OF MICHIGAN    )
) SS
COUNTY OF WAYNE    )

AFFIDAVIT AS TO CONSIDERATION AND GOOD FAITH.
 
Edward J. Solomon, being duly sworn, says: that he is the Assistant Treasurer of DTE ELECTRIC COMPANY, the Mortgagor named in the foregoing instrument, and that he has knowledge of the facts in regard to the making of said instrument and of the consideration therefor; that the consideration for said instrument was and is actual and adequate, and that the same was given in good faith for the purposes in such instrument set forth.


/s/Edward J. Solomon____________________________________
Name: Edward J. Solomon
Title:     Assistant Treasurer
DTE Electric Company



Sworn to before me this 1st day of April, 2020



/s/Elizabeth Ellen Kochevar____________________________________
Elizabeth Ellen Kochevar
Notary Public, Wayne County, MI
Acting in Wayne
My Commission Expires: November 16, 2021

32



This instrument was drafted by:
Daniel T Richards, Esq.
One Energy Plaza
1635 WCB
Detroit, Michigan 48226

When recorded return to:
Daniel T. Richards, Esq.
One Energy Plaza
1635 WCB
Detroit, Michigan 48226




33

 EX-10.108 4 a20200331ex10108.htm TRANSITION AND SEPARATION AGREEMENT BETWEEN PETER OLEKSIAK AND DTE ENERGY Exhibit
Exhibit 10.108

TRANSITION AND SEPARATION AGREEMENT





This Transition and Separation Agreement (“Agreement”) is made between Peter Oleksiak (“Executive”) and DTE Energy Corporate Services, LLC, for the benefit of DTE Energy Company, and all its assigns, employees, agents, officers, directors, trustees, shareholders, successors, parents, subsidiaries, affiliates, attorneys, associated companies and representatives, both past and present (collectively, the “Company”). The "Effective Date" of this Agreement is defined in Section 14. This Agreement will bind, inure to the benefit of, and be enforceable by Executive and his heirs, executors, administrators, and legal representatives, and the Company and its successors and assigns.
WHEREAS, Executive is currently serving as Senior Vice President and Chief Financial Officer of DTE Energy;
WHEREAS, the Parties have discussed Executive’s resignation of his current position and separation from employment with the Company;
WHEREAS, the Company desires to provide for an orderly transition of Executive’s duties and responsibilities and Executive desires to assist the Company in realizing an orderly transition;
WHEREAS Parties have mutually agreed to establish terms for the Executive’s provision of Transition Services (as defined herein) and separation from employment;
WHEREAS, the Parties have agreed to enter into an amicable arrangement relating to the resignation of Executive’s employment, provided that Executive executes this Agreement, does not revoke it, and fulfills the promises and commitments to which he has agreed herein and signs and does not revoke the Second General Release of Claims (defined below);
NOW, THEREFORE, in consideration of foregoing recitals and the mutual promises and representations contained in this Agreement, the Parties agree as follows:
1.
Resignation, Transition Services and Separation. Executive and the Company have agreed that:
a.
The last day that Executive shall serve as Senior Vice President and Chief Financial Officer of DTE Energy is May 3, 2020 (the “Transition Date”).
b.
To the extent Executive is a director, trustee, or officer of any Company entity or affiliate, or is a member of any committee of the Company or any Company affiliate, he hereby resigns from such capacity effective immediately upon the Transition Date. Executive agrees to execute and deliver any documents reasonably necessary to effectuate such resignations, as requested by the Company.
c.
Provided that Executive’s employment with the Company is not terminated for a Disqualifying Reason (as defined below) and provided that Executive has not previously voluntarily resigned his employment, the effective date of Executive’s separation from employment with the Company will be December 31, 2020, (or such earlier date as provided for herein, the “Separation Date”).
d.
Subject to Executive’s compliance with the terms and conditions of this Agreement, during the period on and after the Transition Date through the Separation Date (unless Executive’s employment with the Company is terminated sooner as a result of Executive’s resignation or Executive’s termination by the Company for a Disqualifying Reason as defined herein), Executive shall be employed as Special Advisor to the Company’s Chief Executive Officer (“CEO”) in accordance with the terms and conditions set forth herein. This period is referred to hereafter as the

/s/PO
 
/s/DMA
Peter Oleksiak
 
Company
 
1 of 7
 
Exhibit 10.108

TRANSITION AND SEPARATION AGREEMENT



“Transition Period”. Should Executive resign his employment earlier than December 31, 2020, the effective date of Executive’s resignation shall be the Separation Date.
e.
During the Transition Period, Executive will, upon request of the CEO, provide in good faith and in a professional manner such reasonable assistance in connection with (a) the transition of his former duties and responsibilities as Senior Vice President and Chief Financial Officer to any individual assuming such responsibilities, and (b) such other business matters as may be reasonably requested by the CEO (the “Transition Services”). During the Transition Period, Executive shall remain subject to all applicable Company policies.
f.
For the purposes of this Agreement, a termination for a “Disqualifying Reason” during the Transition Period occurs if Executive's employment is terminated by the Company for any of the following reasons: (i) the determination that Executive has committed an act or acts constituting a felony that has a material adverse effect on the Company's reputation or business; (ii) the determination that Executive has engaged in willful misconduct or intentional violation of Company policy that has had a material adverse effect on the Company's reputation or business; or (iii) the material breach by Executive of any provision of this Agreement after written notice of such breach and a period of no less than thirty (30) days from receipt of such notice to cure such breach. Should Executive be terminated for a Disqualifying Reason during the Transition Period, Company will not be required to and shall not provide Executive with the Compensation, Benefits and Vesting as set forth in Section 2 of this Agreement.
g.
The Executive shall remain an employee of the Company through the Transition Date, and shall continue to be paid his current base salary. After the Transition Date and through the Separation Date, the Executive shall be paid an annualized base salary of
$250,000. All payments in this section shall be paid in accordance with the Company’s customary payroll practices, and the Executive shall remain eligible to participate in the Company’s group employee benefit plans. Executive shall remain eligible for defense and indemnification for alleged wrongful acts in his capacity as an officer under and subject to the terms of the Company’s articles of incorporation and bylaws, pursuant to any indemnification agreement applicable to Executive, and/or pursuant to and subject to the terms of any applicable Company directors’ and officers’ liability insurance policy.

2.
Separation Compensation and Benefits. Provided that Executive’s employment with the Company is not terminated for a Disqualifying Reason, and provided that Executive executes and does not revoke a Second General Release of Claims (in the form attached hereto as Exhibit A) prior to the expiration of twenty-one (21) days following the Separation Date, Executive shall be eligible for the following Separation Compensation and Benefits:
a.
The Company will pay Executive a lump sum payment of benefit of Two Hundred Fifty- Two Thousand, Six Hundred Dollars and Zero Cents ($252,600.00), less applicable payroll and income tax withholdings, on or before March 15, 2021, but not before January 1, 2021. This lump sum payment will not be included in Executive’s earnings for purposes of calculating benefits under any employee benefit, plan or program, including, but not limited to, any qualified or non-qualified defined contribution or defined benefit retirement plan.


     

/s/PO
 
/s/DMA
Peter Oleksiak
 
Company
 
2 of 7
 
Exhibit 10.108

TRANSITION AND SEPARATION AGREEMENT


 
b.
The Company shall take necessary actions to have Executive’s benefit under the DTE Energy Executive Supplemental Retirement Plan (“ESRP”) calculated as if he had attained age 55 and completed 22 years and 11 months of service as of the Transition Date and Executive was eligible to receive a Management Supplemental Benefit Plan (“MSBP”) benefit under Appendix A to the ESRP. This additional age and service credit is a special consideration that will apply only for purposes of calculating Executive’s benefit under the ESRP, including the MSBP in Appendix A. Executive’s ESRP benefit, calculated as provided under this Section 1(b), will be paid under the ESRP, not under this Agreement, at the time and in the form required by the ESRP and all requirements under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”).
c.
Executive shall remain eligible to participate in the DTE Energy Annual Incentive Plan (“AIP”) as the Chief Financial Officer through the Transition Date. The Company shall take necessary actions to have Executive’s 2020 AIP benefit calculated as if he had attained age 55 and retired as of the Transition Date and Executive will be eligible for an award as a retiree under the AIP, pro-rated through the Transition Date, subject to an Individual Performance Modifier of ninety percent (90%), and subject to the approval of a 2020 AIP award by the Organization and Compensation (“O&C”) Committee of the Board of Directors. Any AIP award to which Executive becomes entitled under this section will be paid at the same time 2020 AIP awards are paid to other AIP Participating Executives. Following the Transition Date, and notwithstanding anything to the contrary in the AIP, Executive acknowledges and agrees that he will cease being a Participating Executive under the AIP.
d.
The Company shall take necessary actions to have Executive’s awards for the performance periods ending 2020, 2021 and 2022 under the DTE Energy Executive Long Term Incentive Plan (“LTIP”) become non-forfeitable and/or otherwise unrestricted as if had attained age 55 as of the Separation Date, so that such awards will be pro-rated for an LTIP participant who retires.

3.
Sufficient Consideration. Executive agrees that the benefits set forth in this Agreement, including but not limited to the benefits outlined in Section 1 above, are benefits to which Executive would not otherwise be entitled to in the absence of this Agreement. Executive agrees that such benefits constitute adequate consideration for Executive’s obligations under this Agreement.
4.
Release. Executive waives and releases for all time any and all claims Executive may have against the Company arising from Executive’s employment and/or termination of Executive’s employment up through the date on which this Agreement is executed. Executive agrees that the release of claims is all encompassing, final and binding for all time on Executive and Executive’s heirs or assigns. By signing this Agreement, Executive releases all claims for injury, damages wages or other compensation, whether known or unknown, arising under all federal, state and local regulations or statutes; including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, as amended, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Equal Pay Act, the Fair Labor Standards Act, the Employment Retirement Income Security Act of 1974 (including, but not limited to, claims for breach of fiduciary duty brought individually or as a member of a class, but excluding claims for benefits under the terms of any plan), the Family Medical Leave Act, the False Claims Act,




/s/PO
 
/s/DMA
Peter Oleksiak
 
Company
 
3 of 7
 
Exhibit 10.108

TRANSITION AND SEPARATION AGREEMENT



the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Michigan Whistleblowers’ Protection Act, the Michigan Persons with Disabilities Civil Rights Act, the Michigan Elliott-Larsen Civil Rights Act, claims for discrimination, harassment or retaliation on the basis of any protected class or protected activity, or any claim arising under the common law (such as defamation or slander) that can or could be raised in any forum or court, unless the claims are those that cannot legally be released or those that arise after the date this Agreement is executed. Further, this does not limit Executive’s right to report to participate in an investigation by the EEOC, NLRB, OSHA, SEC or other governmental agency; however, Executive waives the right to recover any monetary or other benefits, such as reinstatement, arising from the investigation. This Agreement does not limit Executive’s rights to receive an award from the government for information provided.
5.
Proprietary Information and Return of Property. Executive acknowledges that, while employed, Executive received proprietary and confidential information belonging to the Company, including trade secrets, customer lists, accounting information, and information related to process and technology, which are not generally known outside the Company, of which the Company takes reasonable efforts to maintain confidentiality and from which the Company derives economic benefit and value (“Proprietary Information”). Executive agrees that for all time Executive will not disclose such Proprietary Information to any person outside of the Company, nor make any unauthorized use of such Proprietary Information. Executive will immediately turn over to the Company and not keep or deliver to any other person, all Proprietary Information related to the business of the Company, as well as all other property belonging to the Company. Executive has no right to retain any copies of Proprietary Information or Property for any reason whatsoever without the express written consent of the Company.
6.
Vested Benefits: Except as otherwise expressly provided in Section 2, nothing in this Agreement modifies or limits the terms or conditions of any Company qualified or non-qualified benefit plan or incentive plan. Except as otherwise expressly provided in Section 2, Executive’s eligibility for benefits and incentives, if any, will be governed by the terms of the applicable Company plan, including any modification thereto or reservation of rights therein.
7.
No Admission of Liability: This Agreement constitutes a full accord and satisfaction of any and all claims described above and will not be used as an admission of liability by the either party at any time for any purpose.
8.
Future Employment. Executive waives any right to assert any claim or demand for reemployment by the Company and will be ineligible for assignment as a contractor or service provider for the Company or any entity in which the Company holds any ownership interest; however, the terms of this Section may be waived in the sole discretion of Company in a writing made by the Vice President of Human Resources Operations.
9.
Non-Disparagement: Executive agrees that, unless compelled by subpoena or required by legal process (in which event Executive will give the Chief Legal Officer of DTE Energy prompt notice of such subpoena or other legal process in order to permit the Company or any affected individual to seek appropriate protective orders) in connection with a government legal process or investigation, he will not directly or indirectly disparage the reputation of the Company, or any past or present employee, officer or director of the Company. Nothing in this Section limits Executive’s ability to report possible securities law violations to the SEC and other federal agencies without notice to the Company. The Company (for purposes of this Section 9, in regard to the Company’s non-disparagement obligations only, “Company” shall mean individually the persons who are the DTE Energy Chief Executive Officer, Chief



/s/PO
 
/s/DMA
Peter Oleksiak
 
Company
 
4 of 7
 
Exhibit 10.108

TRANSITION AND SEPARATION AGREEMENT



Legal Officer, and Vice President of Human Resources Operations as of the Effective Date) agrees that, unless compelled by subpoena or required legal process (in which event the Chief Legal Officer of DTE Energy will give Executive prompt notice of such subpoena or other legal process in order to permit Executive to seek appropriate protective orders) or required in connection with a government legal process or investigation, it will not directly or indirectly disparage the reputation of Executive.
10.
Voluntary Agreement: In signing this Agreement, Executive acknowledges that Executive does not and has not relied on any representation or statement by the Company or any representative of the Company regarding the subject matter or effect of this Agreement, except as stated herein. Executive acknowledges having had sufficient time to review the terms of this Agreement and is fully aware of its contents and legal effects. Executive has executed this Agreement after independent consideration and without being subjected to fraud, duress or undue influence. Executive has been advised to consult with an attorney prior to signing the Agreement.
11.
Choice of Law: This Agreement is made and entered into in the State of Michigan and will in all respects be interpreted, enforced and governed under the laws of that State.
12.
Severability: If any provision, section, subsection or portion of this Agreement is determined to be illegal, invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, such determination will not affect any other provision and the remaining provisions of this Agreement will remain in full force and effect, and will be interpreted to best reflect the intent of the Parties. Also, the headings or section numbers are intended to be instructive, and not dispositive of the subject addressed.
13.
Integration: The entire Agreement between the Parties relative to the subject matter hereof is incorporated in this written document and supersedes all prior oral or written understandings. This Agreement may not be amended or modified except in a writing signed by the Parties.
14.
Waiting and Revocation Periods: Executive has twenty-one (21) days from the actual receipt of this Agreement to consider its terms, at which time the offer is withdrawn if it has not been accepted. Executive has the right to execute and return this Agreement at any time prior to the expiration of the waiting period. By signing earlier, Executive expressly and voluntarily waives any remainder of the 21-day review period.
Executive understands and agrees that this Agreement is revocable for seven (7) days following Executive’s signing of this Agreement, and may be revoked by a writing sent via certified mail to JoAnn Chavez, Chief Legal Officer, DTE Energy, One Energy Plaza 2340 WCB, Detroit, MI 48226, postmarked no later than the seventh (7th) day after this Agreement is signed by Executive (unless that day is a Sunday or a holiday, in which event the period is extended to the next day there is mail service). This Agreement will not become effective or enforceable until that revocation period has expired and will automatically become enforceable and effective on the eighth (8th) day after the date this Agreement is signed by Executive (the “Effective Date”).
15.
Medicare Acknowledgement: Executive affirms that he is not Medicare eligible, that he is not a Medicare beneficiary, that he is not within thirty (30) months of becoming Medicare eligible; that he is not 65 years of age or older; that he is not suffering from end stage renal failure or amyotrophic lateral sclerosis; that he has not received Social Security benefits for twenty-four (24) months or longer; and/or that he has not applied for Social Security benefits,

  
   

/s/PO
 
/s/DMA
Peter Oleksiak
 
Company
 
5 of 7
 
Exhibit 10.108

TRANSITION AND SEPARATION AGREEMENT


 
and/or is not appealing any denial of Social Security disability benefits. Executive affirms and warrants he has made no claim for illness or injury against the Company, nor is he aware of any facts supporting any claim against the Company under which the Company could be liable for medical expenses incurred by the Executive before or after the execution of this Agreement. As Executive is not a Medicare recipient as of the Effective Date of this Agreement, Executive is aware of no medical expenses which Medicare has paid and for which the Company is or could be liable now or in the future. Executive affirms that, to the best of his knowledge, no liens of any governmental entities, including those for Medicare conditional payments, exist. The Parties have not shifted responsibility for medical treatment to Medicare in contravention of 42 U.S.C. § 1395y(b). The Parties have made every effort to adequately protect Medicare’s interest and incorporate such into the severance terms, and to comply with both federal and state law. The Parties acknowledge and understand that any present or future action or decision by the Centers for Medicare & Medicaid Services or Medicare on this Agreement, or Executive’s eligibility or entitlement to Medicare or Medicare payments, will not render this Agreement void or ineffective, or in any way affect the finality of this Agreement. Executive represents and agrees that he will indemnify, defend and hold the Company harmless from any and all claims, liens, Medicare conditional payments and rights to payment, known or unknown, arising from any and all charges for medical treatment Executive has received or will receive in the future. If any governmental entity, or anyone acting on behalf of any governmental entity, seeks reimbursement or damages (including multiple damages) from Company relating to Executive’s alleged past or future medical expenses, injuries, or claims, Executive will defend and indemnify Company, and hold Company harmless from any and all such damages (including multiple damages), claims, liens, Medicare conditional payments and rights to payment, including any attorneys’ fees and costs sought by such entities. Executive agrees to waive any and all private causes of action for damages pursuant to 42 U.S.C. § 1395y(b)(3)(A) et seq.
16.
Section 409A (Tax Implications). All amounts payable under this Agreement are intended to comply with the Code Section 409A “short term deferral” exception specified in Treas. Reg.
§ 1.409A-1(b)(4) or the “separation pay plan” exception specified in Treas. Reg. § 1.409A- 1(b)(9), or both of them, and shall be interpreted in a manner consistent with the applicable exceptions. If any amounts payable under this Agreement do not qualify for an exception and are subject to Code Section 409A, this Agreement shall be interpreted and administered to comply with Code Section 409A to the maximum extent possible. Payment of any amount subject to Code Section 409A that is scheduled to be paid within six (6) months after the Separation Date will accrue without interest and be paid on the earlier of (a) the first business day after the end of the six-month period, or (b) fifteen (15) days after the appointment of the personal representative or executor of Executive’s estate following his death. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment. In no event whatsoever (including, but not limited to, as a result of this Section or otherwise) shall the Company be liable for any tax, interest or penalties that may be imposed on Executive under Code Section 409A.
17.
Arbitration. Any controversy or claim arising out of or relating to the enforcement of this Agreement, its terms, breach of any warranty or representation herein, or to interpret or enforce this Agreement, shall be submitted to arbitration through the American Arbitration Association (“AAA”), with arbitration to occur in Wayne County, Michigan, and be resolved in accordance with the rules then in effect for such entity. The arbitration proceeding will allow the Parties to be represented by counsel at their respective expense, reasonable discovery,


 

/s/PO
 
/s/DMA
Peter Oleksiak
 
Company
 
6 of 7
 
Exhibit 10.108

TRANSITION AND SEPARATION AGREEMENT



a hearing on the claim, selection of a neutral arbitrator by mutual agreement, and if the Parties are unable to agree, based on procedures provided by AAA, governing voluntary labor arbitration, judicial review as provided by Michigan law, and a written award containing findings of fact and conclusions of law. The Company shall pay the arbitration filing fee and arbitrator’s fee in the event of arbitration initiated by either party under this Section 17. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Notwithstanding the foregoing, the Parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief for a breach or anticipated breach of a party’s obligations this Agreement, or to compel arbitration in accordance with this Section, without breach of the arbitration provision.

18.
May Be Signed in Counterparts: This Agreement may be signed in counterparts, and a facsimile or scanned signature sent via electronic mail will be considered as authentic as the original.
The undersigned have read the foregoing Agreement and accepted and agree to the provisions contained therein and hereby execute it voluntarily and with full understanding of its consequences.
PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF CLAIMS.



 
 
 
 
 
 
/s/Peter Oleksiak
 
/s/Diane M. Antishin
Peter Oleksiak, Executive
 
Diane M. Antishin, for the Company
 
 
 
 
 
 
Date: 3/23/2020                              
 
Date: 3/23/2020                              
 
 
 
 
 
 
 
 
 


42236131.1


/s/PO
 
/s/DMA
Peter Oleksiak
 
Company
 
7 of 7
 
 EX-10.109 5 a20200331ex10109.htm FOURTH AMENDMENT TO DTE ENERGY COMPANY EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN Exhibit
Exhibit 10.109


Fourth Amendment to the
DTE Energy Company Executive Supplemental Retirement Plan
(Amended and Restated Effective January 1, 2005)

Recitals

A.    DTE Energy Company (the “Company”) adopted the DTE Energy Company Executive Supplemental Retirement Plan (Amended and Restated Effective January 1, 2005) (the “Plan”) to enable the Company to attract and retain executives.

B.    The Organization and Compensation Committee (the “Committee”) of the Company’s Board of Directors is authorized to amend the Plan.

C.    By a resolution properly adopted on March 23, 2020, the Committee amends the Plan to provide additional benefits to an executive officer of the Company.

Plan Amendment

The DTE Energy Company Executive Supplemental Retirement Plan (Amended and Restated Effective January 1, 2005) is amended as follows:

1.    Effective May 3, 2020, Section 2.20 is amended to read as follows:

2.20.    “Frozen MSBP Participant’s Benefit” means the value of the Participant’s MSBP benefit. Such benefit shall be calculated in accordance with section 5.01. Except as provided in Section 5.01(f), in order to receive this benefit the Participant must have attained age 55 and have completed at least 10 years of Company service upon termination, retirement, disability or death.

2.    Effective May 3, 2020, new Section 5.01(f) is added as follows:

5.01.    Grandfathered and Frozen MSBP Participant’s MSBP Benefit

(f)    This Section 5.01(f) supersedes any conflicting provision in the Plan, including but not limited to Appendix A. Peter Oleksiak is not required to have attained age 55 upon termination to receive his MSBP benefit. The MSBP benefit of Peter Oleksiak will be calculated as of May 3, 2020 based on Management Group 2 status, age 55, and 22 years and 11 months of service.
 
DTE Energy Company has caused this Fourth Amendment to be executed on the 23rd day of March, 2020.

DTE ENERGY COMPANY



By: /s/Diane M. Antishin            


Diane M. Antishin
Vice President, Human Resources Operations

 EX-10.110 6 a20200331ex10110.htm TERM LOAN CREDIT AGREEMENT DATED AS OF MARCH 24, 2020 Exhibit
Exhibit 10.110


TERM LOAN CREDIT AGREEMENT
ACTIVE 255424190v.6
Dated as of March 24, 2020
Among
DTE ENERGY COMPANY,
as Borrower
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders
and
U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent
 
 
 

U.S. BANK NATIONAL ASSOCIATION,
as Sole Book Runner
and
U.S. BANK NATIONAL ASSOCIATION, KEYBANC CAPITAL MARKETS INC. AND PNC CAPITAL MARKETS LLC,
as Joint Lead Arrangers
 
 
 
 
 
 



TABLE OF CONTENTS
Page
1
Certain Defined Terms    1
Computation of Time Periods    18
Accounting Terms    18
18
Commitment    18
Making the Advances    18
Fees    20
Termination of the Commitments    20
Repayment of Credit Extensions    20
Interest on Advances    20
Interest Rate Determination    21
Optional Conversion of Advances    23
Prepayments of Advances    23
Increased Costs    23
Illegality    25
Payments and Computations    25
Taxes    26
Sharing of Payments, Etc    29
Use of Proceeds    30
[Reserved].    30
Noteless Agreement; Evidence of Indebtedness    30
Defaulting Lenders    30
[Reserved]    31
31
Conditions Precedent to Effectiveness of this Agreement    31
Conditions Precedent to Each Credit Extension    33
Determinations Under Section 3.01    33
33
Representations and Warranties of the Borrower    33
36
Affirmative Covenants    36
Negative Covenants    38
39
Events of Default    39
41
Authorization and Action    41
Agent’s Reliance, Etc    42
U.S. Bank and Affiliates    42
Lender Credit Decision    42
Indemnification    43
Successor Agent    43
43
Amendments, Etc    43
Notices, Etc    44
No Waiver; Remedies    46
Costs and Expenses; Damage Waiver    46
Right of Set-off    48
Binding Effect    49
Assignments, Designations and Participations    49
Confidentiality    53
Governing Law    54
Execution in Counterparts; Integration; Electronic Execution    54
Jurisdiction, Etc    55
Waiver of Jury Trial    55
USA Patriot Act Notification    55
Severability    56
No Advisory or Fiduciary Responsibility    56
Acknowledgment and Consent to Bail-In of Affected Financial Institutions    56
Lender ERISA Matters    57


SCHEDULES AND EXHIBITS
Schedules
Schedule I     -    Lender 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 Associate General Counsel 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







This TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of March 24, 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 U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), 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 1.01    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 U.S. Bank with its office at 800 Nicollet Mall, Minneapolis MN 55402, Account No. Reference: DTE Energy Co., Attention: Agency Operations.
“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.
“Arrangers” means each of (i) U.S. Bank, in its capacity as joint lead arranger and sole book runner, (ii) KeyBanc Capital Markets Inc., in its capacity as joint lead arranger and (iii) PNC Capital Markets LLC, in its capacity as joint lead arranger, in each case 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.
“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).
“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”.
“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 the Effective Date in an aggregate amount not exceeding the amount set forth opposite such Lender’s name on Schedule I hereto.
“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.
“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.
“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 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) e‑mail, (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.
“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 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 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 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 8‑K” means those certain reports of the Borrower and DTE Electric on Form 8‑K filed or furnished with the Securities and Exchange Commission on (a) January 31, February 5, February 20, March 6 (two filings) and March 24, 2020 with respect to Borrower and (b) February 5, February 20 and March 6, 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.
“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.
“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.
“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.
“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 per annum publicly announced from time to time by U.S. Bank as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.
“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).
“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; 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 10‑K 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
(ii)    the Identified Reports on Form 8‑K, 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) March 23, 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 6.01.
“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.
“U.S. Bank” has the meaning specified in the recital of parties to this Agreement.
“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 1.02    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 1.03    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 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 2.01    Commitment. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances in U.S. dollars to the Borrower on the Effective Date in an amount equal to such Lender’s Commitment. The Borrowing on the Effective Date shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and shall consist of Advances of the same Type made on the Effective Date by the Lenders ratably according to their respective Commitments. Amounts repaid or prepaid in respect of Advances may not be reborrowed.
SECTION 2.02    Making the Advances. (a) The Borrowing on the Effective Date 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 Effective Date in the case of a Borrowing consisting of Eurodollar Rate Advances, or 1:00 P.M. (New York City time) on the Effective Date 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 (which shall be the Effective Date), (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 Effective Date (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 Effective Date, before 3:00 P.M. (New York City time) on the Effective Date), 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 initial Borrowing. After the Agent’s 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.
(a)    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 $5,000,000 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 five.
(b)    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.
(c)    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.
(d)    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 2.03    Fees.
(a)    [Reserved].
(b)    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.
(c)    [Reserved].
SECTION 2.04    Termination of the Commitments. Unless previously terminated, the Commitments shall terminate at the earlier of (a) upon funding the Advances on the Effective Date and (b) 5:00 p.m., New York City time, on the Effective Date.
SECTION 2.05    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 2.06    Interest on Advances. (a) 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:
(i)    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.
(ii)    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 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.
(b)    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 2.07    Interest Rate Determination. (a) 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.
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    If the Service is not available or a rate does not timely appear on the Service:
(i)    the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii)    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
(iii)    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.
(f)    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:
(i)    adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for any requested Interest Period, including, without limitation, because the LIBOR Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii)    the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which London interbank offered rate or the LIBOR Rate shall no longer be made available, or used for determining the interest rate of loans,
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) above exist, 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 2.08    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 initial Interest Period for each such Eurodollar Rate Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower.
SECTION 2.09    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 2.10    Increased Costs. (a) 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.
(a)    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 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.
(b)    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 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.
(c)    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.
(d)    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.
(e)    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 2.11    Illegality.
(a)    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.
(b)    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 2.12    Payments and Computations. (a) 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 and interest 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.
(a)    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.
(b)    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 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 is payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c)    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; 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.
(d)    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 2.13    Taxes. (a) 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 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.
(a)    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”).
(b)    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.
(c)    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.
(d)    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 W‑8BEN, 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 W‑8BEN, 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 Lender will not be entitled to any payment or indemnification on account of any Taxes imposed by the United States.
(e)    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.
(f)    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.
(g)    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.
(h)    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 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.
(i)    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.
(j)    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.
(k)    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 2.14    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 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 2.15    Use of Proceeds. The proceeds of the Advances shall be available hereunder solely for general corporate purposes of the Borrower and its Subsidiaries.
SECTION 2.16    [Reserved].
SECTION 2.17    Noteless Agreement; Evidence of Indebtedness.
(a)    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.
(b)    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.
(c)    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.
(d)    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 2.18    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:
(a)    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);
(b)    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 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;
(c)    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(d), 2.12(e) or 7.05; and
(d)    for the avoidance of doubt, the Borrower shall retain and reserve its other rights and remedies respecting each Defaulting Lender.
SECTION 2.19    [Reserved].
ARTICLE III:     CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONS
SECTION 3.01    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:
(a)    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.
(b)    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.
(c)    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.
(d)    The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date.
(e)    The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agent, the Lenders and the Arrangers 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.
(f)    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.
(g)    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:
(i)    The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii)    No event has occurred and is continuing that constitutes a Default.
(h)    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:
(i)    Counterpart signature pages of this Agreement, executed by each of the parties hereto.
(ii)    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.
(iii)    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.
(iv)    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.
(v)    Favorable opinion letters of Michael J. Solo, the Assistant General Counsel 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 3.02    Conditions Precedent to the Credit Extension. The obligation of each Lender to make the Credit Extension on the Effective Date 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):
(i)    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
(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 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 3.03    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.
ARTICLE IV:     REPRESENTATIONS AND WARRANTIES
SECTION 4.01    Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:
(a)    The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
(b)    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.
(c)    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.
(d)    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.
(e)    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.
(f)    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.
(g)    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.
(h)    No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan.
(i)    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.
(j)    (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.
(k)    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.
(l)    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.
(m)    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.
(n)    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).
(o)    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.
(p)    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.
(q)    The Borrower is not an Affected Financial Institution.
(r)    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 5.01    Affirmative Covenants. So long as any Outstanding Credit Exposure shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will:
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    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.
(f)    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.
(g)    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.
(h)    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):
(i)    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 March 31, 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;
(ii)    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;
(iii)    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;
(iv)    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;
(v)    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;
(vi)    such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request;
(vii)    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
(viii)    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 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.
(i)    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 5.02    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:
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    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 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.
(f)    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 6.01    Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing:
(a)    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
(b)    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
(c)    (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
(d)    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 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
(e)    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
(f)    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
(g)    (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
(h)    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
(i)    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;
(j)    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 7.01    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 7.02    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 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 7.03    U.S. Bank and Affiliates. With respect to its Commitment, the Credit Extensions made by it and any Note issued to it, U.S. Bank 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; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include U.S. Bank in its individual capacity. U.S. Bank 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 U. S. Bank were not the Agent and without any duty to account therefor to the Lenders.
SECTION 7.04    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 7.05    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, 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 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 7.06    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 8.01    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.
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 8.02    Notices, Etc.
(a)    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 2429 WCB 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 800 Nicollet Mall, Minneapolis, MN 55402, Attention: Agency Operations (E-mail: agencyserviceslcmshared@usbank.com), and for compliance reporting, at E‑mail: agencyserviceslcmshared@usbank.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.
(b)    (i) 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 in an electronic/soft medium in a format acceptable to the Agent to agencyserviceslcmshared@usbank.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 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.
(i)    The Agent agrees that the receipt of the Communications by the Agent at its e‑mail 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 e‑mail 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 e‑mail 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 e‑mail address. Each Lender agrees that e‑mail 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 e‑mail address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e‑mail address.
(ii)    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 e‑mail 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 e‑mail 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 e‑mail 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.
(iii)    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 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.
(iv)    This clause (b) shall terminate on the date that neither U.S. Bank nor any of its Affiliates is the Agent under this Agreement.
SECTION 8.03    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 8.04    Costs and Expenses; Damage Waiver. (a) 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 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).
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    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 8.05    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 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 8.06    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 8.07    Assignments, Designations and Participations. (a) 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 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).
(a)    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.
(b)    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 Outstanding Credit Exposure assumed by it pursuant to such Assignment and Assumption and, if the assigning Lender has retained an 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 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 effective date of such Assignment and Assumption and shall otherwise be in substantially the form of Exhibit A hereto.
(c)    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 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.
(d)    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 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 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 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.
(e)    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.
(f)    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.
(g)    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 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.
(h)    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 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.
(i)    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.
(j)    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 8.08    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 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 8.09    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 8.10    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 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 8.11    Jurisdiction, Etc. (a) 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.
(a)    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 8.12    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 8.13    USA Patriot Act Notification. The following notification is provided to the Borrower pursuant to Section 326 of the PATRIOT Act:
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 8.14    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 8.15    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 Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent and the Arrangers, 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 Arrangers 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 Arrangers 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 Arrangers 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 Arrangers 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 Arrangers 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 8.16    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 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:
(a)    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
(b)    the effects of any Bail-In Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    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
(iii)    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.

1




SECTION 8.17    Lender ERISA Matters.
(a)    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:
(i)    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;
(ii)    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;
(iii)    (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
(iv)    such other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion, and such Lender.
(b)    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 Arrangers or any of their respective Affiliates is a fiduciary with respect

2




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


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

3





Lenders
U.S. BANK NATIONAL ASSOCIATION, as Agent and as a Lender
By:    /s/Jenna R. Papaz        
Name: Jenna R. Papaz
Title: Vice President


Signature Page to
DTE Energy Company
Term Loan Credit Agreement



PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:    /s/Kelly Sarver        
Name: Kelly Sarver
Title: Vice President


Signature Page to
DTE Energy Company
Term Loan Credit Agreement


KEYBANK NATIONAL ASSOCIATION, as a Lender
By:    /s/Lisa A. Ryder        
Name: Lisa A. Ryder
Title: Senior Vice President


Signature Page to
DTE Energy Company
Term Loan Credit Agreement


SCHEDULE I
DTE ENERGY COMPANY
LENDER COMMITMENTS
Name of Initial Lender
Commitment
U.S. Bank National Association
$166,666,667.00
PNC Bank, National Association
$166,666,667.00
KeyBank National Association
$166,666,666.00
TOTAL
$500,000,000.00








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.$[amount of the Lender’s Commitment in figures] 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 March 24, 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 U.S. Bank National Association, 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 U.S. Bank National Association, as Agent, at U.S. Bank, 800 Nicollet Mall, Minneapolis MN 55402, ABA Number: 091000022, Account Name: c/o Syndication Services, Account No.: 0006854-2160600 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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 









EXHIBIT B - FORM OF NOTICE OF BORROWING
U.S. Bank National Association, as Agent for the Lenders parties
to the Credit Agreement referred to below
800 Nicollet Mall
Minneapolis, MN 55402
Attention: Agency Operations
[Date]
Ladies and Gentlemen:
The undersigned, DTE ENERGY COMPANY, refers to the Term Loan Credit Agreement dated as of March 24, 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 U.S. Bank National Association, 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]








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]]
3.    Borrower(s):    DTE Energy Company    
4.
Administrative Agent:    U.S. Bank National Association, as the administrative agent under the Credit Agreement
5.
Credit Agreement:    The Term Loan Credit Agreement dated as of March 24, 2020 among DTE Energy Company, the Lenders parties thereto, U.S.






Bank National Association, as Administrative Agent, and the other agents parties thereto
6.    Assigned Interest:
Aggregate Amount of Advances for all Lenders
Amount of Advances Assigned
Percentage Assigned of Advances
$
$
%
$
$
%
$
$
%

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:
U.S. Bank National Association, as Administrative Agent
By:         

Title:
Consented to:
DTE ENERGY COMPANY






By:        

    Title:








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.







EXHIBIT D - FORM OF CERTIFICATE BY BORROWER
DTE ENERGY COMPANY
OFFICER’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 March 24, 2020, among DTE Energy, the financial institutions from time to time parties thereto as “Lenders” and U.S. Bank National Association (“U.S. Bank”), 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 March 24, 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 24 day of March, 2020.
DTE ENERGY COMPANY
By: _______________________________
Name: Edward Solomon
Title: Assistant Treasurer








EXHIBIT E-1 - FORM OF
OPINION OF ASSOCIATE GENERAL COUNSEL TO THE BORROWER
March 24, 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 March 24, 2020, among DTE Energy Company (the “Borrower”), the financial institutions from time to time parties thereto as “Lenders” and U.S. Bank National Association (the “Agent”), as agent for said Lenders. Terms defined in the Credit Agreement are used herein as therein defined.
I am the Associate General Counsel 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,







EXHIBIT E-2 - FORM OF
OPINION OF HUNTON ANDREWS KURTH LLP
[ATTACHED]







EXHIBIT F - FORM OF
COMPLIANCE CERTIFICATE
COMPLIANCE CERTIFICATE
To:
The Lenders parties to the
Credit Agreement Described Below
This Compliance Certificate is furnished pursuant to that certain Term Loan Credit Agreement, dated as of March 24, 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 U.S. Bank National Association, 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:













SCHEDULE 1 TO COMPLIANCE CERTIFICATE
Compliance as of _________, ____ with
Provisions of Section 5.01(h) of
the 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









EXHIBIT G - RESERVED







EXHIBIT H - FORM OF
CONVERSION NOTICE
U.S. Bank National Association, as Agent for the Lenders parties
to the Credit Agreement referred to below
800 Nicollet Mall
Minneapolis, MN 55402
Attention: Agency Operations

CONVERSION NOTICE
Dated ____________ ____, 20___
Reference is made to that certain Term Loan Credit Agreement, dated as of March 4, 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 U.S. Bank National Association, 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:                







EXHIBIT I - FORM OF
PREPAYMENT NOTICE
U.S. Bank National Association, as Agent for the Lenders parties
to the Credit Agreement referred to below
800 Nicollet Mall
Minneapolis, MN 55402
Attention: Agency Operations
PREPAYMENT NOTICE
Dated ____________ ____, 20___
Reference is made to that certain Term Loan Credit Agreement, dated as of March 24, 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 U.S. Bank National Association, 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:            





 EX-10.111 7 a20200331ex10111.htm TERM LOAN CREDIT AGREEMENT DATED AS OF MARCH 27, 2020 Exhibit
Exhibit 10.111

TERM LOAN CREDIT AGREEMENT
ACTIVE 255616712v.6
Dated as of March 27, 2020
Among
DTE ENERGY COMPANY,
as Borrower
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
 
 
 

JPMORGAN CHASE BANK, N.A.,
as Lead Arranger and Sole Book Runner
 
 
 
 
 
 



TABLE OF CONTENTS
Page
1
Certain Defined Terms    1
Computation of Time Periods    18
Accounting Terms    18
19
Commitment    19
Making the Advances    19
Fees    21
Termination of the Commitments; Increase of the Commitments and Incremental Term Loans    21
Repayment of Credit Extensions    22
Interest on Advances    22
Interest Rate Determination    23
Optional Conversion of Advances    25
Prepayments of Advances    25
Increased Costs    25
Illegality    27
Payments and Computations    28
Taxes    29
Sharing of Payments, Etc    31
Use of Proceeds    32
[Reserved]    32
Noteless Agreement; Evidence of Indebtedness    32
Defaulting Lenders    33
[Reserved]    33
33
Conditions Precedent to Effectiveness of this Agreement    33
Conditions Precedent to each Credit Extension    35
Determinations Under Section 3.01    35
36
Representations and Warranties of the Borrower    36
38
Affirmative Covenants    38
Negative Covenants    41
42
Events of Default    42
44
Authorization and Action    44
Agent’s Reliance, Etc    44
JPMorgan and Affiliates    44
Lender Credit Decision    45
Indemnification    45
Successor Agent    45
46
Amendments, Etc    46
Notices, Etc    46
No Waiver; Remedies    49
Costs and Expenses; Damage Waiver    49
Right of Set-off    51
Binding Effect    51
Assignments, Designations and Participations    51
Confidentiality    56
Governing Law    56
Execution in Counterparts; Integration; Electronic Execution    56
Jurisdiction, Etc    57
Waiver of Jury Trial    57
USA Patriot Act Notification    58
Severability    58
No Advisory or Fiduciary Responsibility    58
Acknowledgment and Consent to Bail-In of Affected Financial Institutions    58
Lender ERISA Matters    59


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 Associate General Counsel to the Borrower
Exhibit E-2     -    Form of Opinion of Hunton Andrews Kurth LLP
Exhibit F     -    Form of Compliance Certificate
Exhibit G     -    Form of Lender Supplement
Exhibit H     -    Form of Conversion Notice
Exhibit I     -    Form of Prepayment Notice


This TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of March 27, 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 JPMORGAN CHASE BANK, N.A. (“JPMorgan”), 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 1.01    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 JPMorgan with its office at 10 S. Dearborn ST. L2, Chicago, IL 60603, Reference: DTE Energy, Attention: April Yebd.
“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, 0.25% rate per annum, and (ii) with respect to all Eurodollar Rate Advances, 1.25% 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 JPMorgan, 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.
“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).
“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”.
“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 August 27, 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.
“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.
“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 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) e‑mail, (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.
“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 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 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 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 8‑K” means those certain reports of the Borrower and DTE Electric on Form 8‑K filed or furnished with the Securities and Exchange Commission on (a) January 31, February 5, February 20, March 6 (two filings), March 24 and March 25, 2020 with respect to Borrower and (b) February 5, February 20 and March 6, 2020 with respect to DTE Electric.
“Impacted Interest Period” has the meaning specified in the definition of “LIBOR Rate”.
“Incremental Term Loans” has the meaning specified in Section 2.04(c).
“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.
“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.
“JPMorgan” has the meaning specified in the recital of parties to this Agreement.
“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).
“Lender Supplement” has the meaning specified in Section 2.04(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.
“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.
“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 per annum publicly announced from time to time by JPMorgan as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.
“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).
“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 10‑K 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
(ii)    the Identified Reports on Form 8‑K, 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) March 25, 2022, 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.
“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 1.02    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 1.03    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 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 2.01    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 two 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 $5,000,000 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 $5,000,000, 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 2.02    Making the Advances. (a) 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 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.
(a)    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 $5,000,000 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 two.
(b)    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.
(c)    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.
(d)    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 2.03    Fees.
(a)    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 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 0.325%, 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.
(b)    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.
(c)    [Reserved].
SECTION 2.04    Termination or Reduction of the Commitments; Increase of the Commitments and Incremental Term Loans.
(a)    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.
(b)    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.
(c)    At any time prior to the Termination Date, the Borrower may, on the terms set forth below, request that (i) if prior to the Commitment Termination Date, Commitments hereunder be increased, or (ii) additional term loans hereunder be made (each, an “Incremental Term Loan”), and each Lender may, in its sole and individual discretion, agree to increase its Commitment hereunder or provide such Incremental Term Loan; provided, however, that (i) an increase in the Commitments and any Incremental Term Loan hereunder may only be made at a time when no Default shall have occurred and be continuing and (ii) in no event shall the aggregate unused Commitments and aggregate Advances hereunder exceed $400,000,000 in the aggregate. In the event of such a requested increase in the Commitments or Incremental Term Loan, any Lender or other financial institution which the Borrower and the Agent invite to become a Lender or to increase its Commitment may set the amount of its Commitment or Incremental Term Loan at an amount agreed to by the Borrower and the Agent. In the event that the Borrower and one or more Lenders (or other financial institutions) shall agree upon such an increase in the Commitments or Incremental Term Loan, (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or entering into an Incremental Term Loan shall enter into a supplement to this Agreement (each, a “Lender Supplement”) substantially in the form of Exhibit G setting forth, among other things, the amount of the increased Commitment of such Lender or the new Commitment of such other financial institution or Incremental Term Loan of such Increasing Lender or Augmenting Lender, as applicable, and (ii) the Borrower shall furnish, if requested, new or amended and restated Notes, as applicable, to each Increasing Lender or Augmenting Lender, as applicable. No such Lender Supplement shall require the approval or consent of any Lender who is not an Increasing Lender. Upon the execution and delivery of such Lender Supplement as provided above and the occurrence of the Effective Date specified therein, and upon satisfaction of such other conditions as the Agent may reasonably specify, the Increasing Lenders or the Augmenting Lenders (including, without limitation, the Agent administering the reallocation of the Aggregate Outstanding Credit Exposures ratably among the Lenders after giving effect to each such increase or Incremental Term Loan, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), as applicable, this Agreement shall be deemed to be amended accordingly.
SECTION 2.05    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 2.06    Interest on Advances. (a) 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:
(i)    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.
(ii)    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 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.
(b)    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 2.07    Interest Rate Determination. (a) 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.
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    If the Service is not available or a rate does not timely appear on the Service:
(i)    the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii)    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
(iii)    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.
(f)    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:
(i)    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;
(ii)    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;
(iii)    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
(iv)    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 2.08    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 initial Interest Period for each such Eurodollar Rate Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower.
SECTION 2.09    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 2.10    Increased Costs. (a) 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.
(a)    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 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.
(b)    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.
(c)    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.
(d)    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.
(e)    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 2.11    Illegality.
(a)    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.
(b)    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 2.12    Payments and Computations. (a) 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.
(a)    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.
(b)    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.
(c)    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.
(d)    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 2.13    Taxes. (a) 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 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.
(a)    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”).
(b)    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.
(c)    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.
(d)    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 W‑8BEN, 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 W‑8BEN, 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 Lender will not be entitled to any payment or indemnification on account of any Taxes imposed by the United States.
(e)    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.
(f)    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.
(g)    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.
(h)    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.
(i)    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.
(j)    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.
(k)    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 2.14    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 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 2.15    Use of Proceeds. The proceeds of the Advances shall be available hereunder solely for general corporate purposes of the Borrower and its Subsidiaries.
SECTION 2.16    [Reserved].
SECTION 2.17    Noteless Agreement; Evidence of Indebtedness.
(a)    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.
(b)    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.
(c)    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.
(d)    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 2.18    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:
(a)    fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.03(a);
(b)    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);
(c)    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;
(d)    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;
(e)    no Lender shall be deemed to have consented to increase its Commitment pursuant to Section 2.04(c) unless that Lender shall have affirmatively given consent in accordance with that Section; and
(f)    for the avoidance of doubt, the Borrower shall retain and reserve its other rights and remedies respecting each Defaulting Lender.
SECTION 2.19    [Reserved].
ARTICLE III:     CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONS
SECTION 3.01    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:
(a)    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.
(b)    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.
(c)    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.
(d)    The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date.
(e)    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.
(f)    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.
(g)    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:
(i)    The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii)    No event has occurred and is continuing that constitutes a Default.
(h)    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:
(i)    Counterpart signature pages of this Agreement, executed by each of the parties hereto.
(ii)    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.
(iii)    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.
(iv)    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.
(v)    Favorable opinion letters of Michael J. Solo, the Assistant General Counsel 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 3.02    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):
(i)    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
(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 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 3.03    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.
ARTICLE IV:     REPRESENTATIONS AND WARRANTIES
SECTION 4.01    Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:
(a)    The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
(b)    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.
(c)    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.
(d)    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.
(e)    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.
(f)    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.
(g)    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.
(h)    No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan.
(i)    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.
(j)    (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.
(k)    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.
(l)    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.
(m)    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.
(n)    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).
(o)    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.
(p)    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.
(q)    The Borrower is not an Affected Financial Institution.
(r)    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 5.01    Affirmative Covenants. So long as any Outstanding Credit Exposure shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will:
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    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.
(f)    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.
(g)    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.
(h)    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):
(i)    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 March 31, 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;
(ii)    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;
(iii)    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;
(iv)    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;
(v)    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;
(vi)    such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request;
(vii)    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
(viii)    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 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.
(i)    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 5.02    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:
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    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 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.
(f)    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 6.01    Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing:
(a)    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
(b)    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
(c)    (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
(d)    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 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
(e)    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
(f)    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
(g)    (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
(h)    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
(i)    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;
(j)    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 7.01    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 7.02    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 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 7.03    JPMorgan and Affiliates. With respect to its Commitment, the Credit Extensions made by it and any Note issued to it, JPMorgan 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; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include JPMorgan in its individual capacity. JPMorgan 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 JPMorgan were not the Agent and without any duty to account therefor to the Lenders.
SECTION 7.04    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 7.05    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 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 7.06    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 8.01    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; and provided further that no amendments, consents or waivers are required to effectuate the increases in Commitments and Incremental Term Loans pursuant to Section 2.04(c) except as provided in such Section.
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 8.02    Notices, Etc.
(a)    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 10 S. Dearborn St. L2, Chicago, IL 60603 Attention: April Yebd, Reference: DTE Energy, and for compliance reporting, at E‑mail: nancy.r.barwig@jpmorgan.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.
(b)    (i) 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 at its address at JPMorgan Chase Bank, N.A., 8181 Communications Pkwy, Plano, TX 75024 Attention: Nancy R. Barwig (E-mail: nancy.r.barwig@jpmorgan.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 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.
(i)    The Agent agrees that the receipt of the Communications by the Agent at its e‑mail 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 e‑mail 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 e‑mail 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 e‑mail address. Each Lender agrees that e‑mail 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 e‑mail address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e‑mail address.
(ii)    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 e‑mail 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 e‑mail 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 e‑mail 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.
(iii)    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 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.
(iv)    This clause (b) shall terminate on the date that neither JPMorgan nor any of its Affiliates is the Agent under this Agreement.
SECTION 8.03    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 8.04    Costs and Expenses; Damage Waiver. (a) 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 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).
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    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 8.05    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 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 8.06    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 8.07    Assignments, Designations and Participations. (a) 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 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).
(a)    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.
(b)    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 effective date of such Assignment and Assumption and shall otherwise be in substantially the form of Exhibit A hereto.
(c)    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.
(d)    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 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.
(e)    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.
(f)    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.
(g)    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.
(h)    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 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.
(i)    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.
(j)    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 8.08    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 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 8.09    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 8.10    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 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 8.11    Jurisdiction, Etc. (a) 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.
(a)    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 8.12    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 8.13    USA Patriot Act Notification. The following notification is provided to the Borrower pursuant to Section 326 of the PATRIOT Act:
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 8.14    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 8.15    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 8.16    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 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:
(a)    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
(b)    the effects of any Bail-In Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    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
(iii)    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 8.17    Lender ERISA Matters.
(a)    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:
(i)    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;
(ii)    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;
(iii)    (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
(iv)    such other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion, and such Lender.
(b)    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







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



Lenders
JPMORGAN CHASE BANK, N.A., as Agent and as a Lender
By:    /s/Nancy R. Barwig        
Name: Nancy R. Barwig
Title: Executive Director

Signature Page to
DTE Energy
Term Loan Agreement




SCHEDULE I
DTE ENERGY COMPANY
INITIAL LENDER COMMITMENTS
Name of Initial Lender
Commitment
JPMorgan Chase Bank, N.A.
$200,000,000
TOTAL
$200,000,000




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.$[amount of the Lender’s Commitment in figures] 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 March 27, 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 JPMorgan Chase Bank, N.A., 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 JPMorgan Chase Bank, N.A., as Agent, at JPMorgan Chase Bank, N.A., 10 S. Dearborn St. L2, Chicago, IL 60603 ABA Number: 021000021, Account Name: LS2 Incoming Account, 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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

EXHIBIT B - FORM OF NOTICE OF BORROWING
JPMorgan Chase Bank, N.A., as Agent for the Lenders parties
to the Credit Agreement referred to below
10 S. Dearborn St. L2
Chicago, IL 60603
Attention: April Yebd
[Date]
Ladies and Gentlemen:
The undersigned, DTE ENERGY COMPANY, refers to the Term Loan Credit Agreement dated as of March 27, 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 JPMorgan Chase Bank, N.A., 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]


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]]
3.    Borrower(s):    DTE Energy Company    
4.
Administrative Agent:    JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
5.
Credit Agreement:    The Term Loan Credit Agreement dated as of March 27, 2020 among DTE Energy Company, the Lenders parties thereto, JPMorgan Chase Bank, N.A., 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/Advances
$
$
%
$
$
%
$
$
%

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:
JPMorgan Chase Bank, N.A., as Administrative Agent
By:         

Title:
Consented to:
DTE ENERGY COMPANY
By:        

    Title:


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.

EXHIBIT D - FORM OF CERTIFICATE BY BORROWER
DTE ENERGY COMPANY
OFFICER’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 March 27, 2020, among DTE Energy, the financial institutions from time to time parties thereto as “Lenders” and JPMorgan Chase Bank, N.A. (“JPMorgan”), 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 March 27, 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 27th day of March, 2020.
DTE ENERGY COMPANY
By: _______________________________
Name: Edward Solomon
Title: Assistant Treasurer


EXHIBIT E-1 - FORM OF
OPINION OF ASSOCIATE GENERAL COUNSEL TO THE BORROWER
March 27, 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 March 27, 2020, among DTE Energy Company (the “Borrower”), the financial institutions from time to time parties thereto as “Lenders” and JPMorgan Chase Bank, N.A. (the “Agent”), as agent for said Lenders. Terms defined in the Credit Agreement are used herein as therein defined.
I am the Associate General Counsel 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,

EXHIBIT E-2 - FORM OF
OPINION OF HUNTON ANDREWS KURTH LLP
[ATTACHED]

EXHIBIT F - FORM OF
COMPLIANCE CERTIFICATE
COMPLIANCE CERTIFICATE
To:
The Lenders parties to the
Credit Agreement Described Below
This Compliance Certificate is furnished pursuant to that certain Term Loan Credit Agreement, dated as of March 27, 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 JPMorgan Chase Bank, N.A., 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:

SCHEDULE 1 TO COMPLIANCE CERTIFICATE
Compliance as of _________, ____ with
Provisions of Section 5.01(h) of
the 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



EXHIBIT G – LENDER SUPPLEMENT
LENDER SUPPLEMENT
Dated ____________ ____, 20___
Reference is made to that certain Term Loan Credit Agreement, dated as of March 27, 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 JPMorgan Chase Bank, N.A., as agent for the Lenders (the “Agent”). Unless otherwise defined herein, capitalized terms used in this Lender Supplement have the meanings ascribed thereto in the Credit Agreement.
Pursuant to Section 2.04(b) of the Credit Agreement, the Borrower has requested an increase in the aggregate Commitments from $______________ to $_____________. Such increase in the aggregate Commitments is to become effective on the date (the “Effective Date”) which is the later of (i) ____________ ____, 20___ and (ii) the date on which the conditions set forth in Section 2.04(b) in respect of such increase have been satisfied. In connection with such requested increase in the aggregate Commitments, the Borrower, the Agent, the LC Issuers and _________________ (the “Accepting Bank”) hereby agree as follows:
1.    Effective as of the Effective Date, [the Accepting Bank shall become a party to the Credit Agreement as a Lender and shall have all of the rights and obligations of a Lender thereunder and shall thereupon have a Commitment under and for purposes of the Credit Agreement in an amount equal to the] [the Commitment of the Accepting Bank under the Credit Agreement shall be increased from $_____________ to the] amount set forth opposite the Accepting Bank’s name on the signature page hereof.
[2.    The Accepting Bank hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Lender Supplement 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 an interest thereunder 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 its interest thereunder, shall have the obligations of a Lender thereunder, (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 Lender Supplement and to purchase an interest under the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and (v) attaches any U.S. Internal Revenue Service forms required under Section 2.13 of the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on 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 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.]
[3.]    The Borrower hereby represents and warrants that as of the date hereof and as of the Effective Date, (a) all representations and warranties of the Borrower contained in Section 4.01 of the Credit Agreement shall be true and correct in all material respects as though made on such date; provided that, the foregoing representation and warranty, solely with respect 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, shall be made only as of the “Effective Date” (as such term is defined in the Credit Agreement); and (b) no event shall have occurred and then be continuing which constitutes a Default.
[4.] THIS LENDER SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[5.] This Lender Supplement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Lender Supplement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
DTE ENERGY COMPANY, as the Borrower
By:                
Title:                
Consented to and Accepted:
JPMORGAN CHASE BANK, N.A.,
as Agent
By:    

Title:    



COMMITMENT    ACCEPTING BANK
$    [BANK]
By:                
Title:                


EXHIBIT H - FORM OF
CONVERSION NOTICE
JPMorgan Chase Bank, N.A., as Agent for the Lenders parties
to the Credit Agreement referred to below
10 S. Dearborn St. L2
Chicago, IL 60603
Attention: April Yebd

CONVERSION NOTICE
Dated ____________ ____, 20___
Reference is made to that certain Term Loan Credit Agreement, dated as of March 27, 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 JPMorgan Chase Bank, N.A., 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:                

EXHIBIT I - FORM OF
PREPAYMENT NOTICE
JPMorgan Chase Bank, N.A., as Agent for the Lenders parties
to the Credit Agreement referred to below
10 S. Dearborn St. L2
Chicago, IL 60603
Attention: April Yebd
PREPAYMENT NOTICE
Dated ____________ ____, 20___
Reference is made to that certain Term Loan Credit Agreement, dated as of March 27, 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 JPMorgan Chase Bank, N.A., 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:            


Signature Page to
DTE Energy
Term Loan Agreement
 EX-10.112 8 a20200331ex10112.htm TERM LOAN CREDIT AGREEMENT DATED AS OF APRIL 3, 2020 Exhibit
Exhibit 10.112

TERM LOAN CREDIT AGREEMENT
ACTIVE 255763043v.4
Dated as of April 3, 2020
Among
DTE GAS COMPANY,
as Borrower
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders
and
THE BANK OF NOVA SCOTIA,
as Administrative Agent
 
 
 

THE BANK OF NOVA SCOTIA
as Lead Arranger and Sole Book Runner
 
 
 
 
 
 



TABLE OF CONTENTS
Page
1
Certain Defined Terms    1
Computation of Time Periods    18
Accounting Terms    18
18
Commitment    18
Making the Advances    18
Fees    20
Termination of the Commitments; Incremental Term Loans    20
Repayment of Credit Extensions    21
Interest on Advances    21
Interest Rate Determination    21
Optional Conversion of Advances    24
Prepayments of Advances    24
Increased Costs    24
Illegality    26
Payments and Computations    26
Taxes    27
Sharing of Payments, Etc    30
Use of Proceeds    31
[Reserved]    31
Noteless Agreement; Evidence of Indebtedness    31
Defaulting Lenders    31
[Reserved]    32
32
Conditions Precedent to Effectiveness of this Agreement    32
Conditions Precedent to the Credit Extension    34
Determinations Under Section 3.01    34
34
Representations and Warranties of the Borrower    34
37
Affirmative Covenants    37
Negative Covenants    39
41
Events of Default    41
44
Authorization and Action    44
Agent’s Reliance, Etc    44
Scotiabank and Affiliates    44
Lender Credit Decision    45
Indemnification    45
Successor Agent    45
45
Amendments, Etc    46
Notices, Etc    46
No Waiver; Remedies    49
Costs and Expenses; Damage Waiver    49
Right of Set-off    50
Binding Effect    51
Assignments, Designations and Participations    51
Confidentiality    55
Governing Law    56
Execution in Counterparts; Integration; Electronic Execution    56
Jurisdiction, Etc    57
Waiver of Jury Trial    57
USA Patriot Act Notification    57
Severability    58
No Advisory or Fiduciary Responsibility    58
Acknowledgment and Consent to Bail-In of Affected Financial Institutions    58
Lender ERISA Matters    59


SCHEDULES AND EXHIBITS
Schedules
Schedule I     -    Lender 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 Counsel to Borrower
Exhibit E-2     -    Form of Opinion of Hunton Andrews Kurth LLP
Exhibit F     -    Form of Compliance Certificate
Exhibit G     -    Form of Lender Supplement
Exhibit H     -    Form of Conversion Notice
Exhibit I     -    Form of Prepayment Notice


This TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of April 3, 2020 is entered into among DTE GAS COMPANY, a Michigan corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and THE BANK OF NOVA SCOTIA (“Scotiabank”), 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 1.01    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 Scotiabank with its office at 720 King Street West, 4th Floor, Toronto, Ontario, Canada M5V 2T3 Account No.: NOSCCATTTL6 Reference: DTE Gas Company, Attention: Corporate Credit Services, Transit 76497.
“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, 1.00% 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 Scotiabank, 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 as at December 31, 2019, and the related Consolidated statements of income and cash flows of the Borrower for the fiscal year then ended, accompanied by the opinion thereon of the Borrower’s 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.
“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).
“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”.
“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 the Effective Date in an aggregate amount not exceeding the amount set forth opposite such Lender’s name on Schedule I hereto.
“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.
“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.
“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 DTE Energy.
“DTE Energy” means DTE Energy Company, a Michigan corporation.
“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 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) e‑mail, (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.
“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 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 Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R), dated September 2006.
“Excluded Short-Term Debt” means Debt of the Borrower 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.
“Existing Mortgage” has the meaning specified in Section 5.02(a)(vi).
“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 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 8‑K” means those certain reports of DTE Energy on Form 8‑K filed or furnished with the Securities and Exchange Commission on January 31, February 5, February 20, March 6 (two filings), March 24, March 25 and March 30, 2020.
“Impacted Interest Period” has the meaning specified in the definition of “LIBOR Rate”.
“Incremental Term Loans” has the meaning specified in Section 2.04(b).
“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.
“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.
“Junior Subordinated Debt” means (a) subordinated junior deferrable interest debentures of the Borrower, (b) the related preferred securities, if applicable, of Subsidiaries of the Borrower and (c) the related subordinated guarantees, if applicable, of the Borrower, in each case, from time to time outstanding.
“Lender Supplement” has the meaning specified in Section 2.04(b).
“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.
“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.
“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 per annum publicly announced from time to time by Scotiabank as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.
“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned by such Person.
“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.
“Receivables Purchase Documents” means those documents entered into in connection with any series of receivables purchase or sale agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which the Borrower or any of its Subsidiaries, in their respective capacities as sellers or transferors of any receivables, sell or transfer to SPCs all of their respective rights, title and interest in and to certain receivables for further sale or transfer to other purchasers of or investors in such assets (and the other documents, instruments and agreements executed in connection therewith), as any such agreements may be amended, restated, supplemented or otherwise modified from time to time, or any replacement or substitution therefor.
“Receivables Purchase Facility” means any securitization facility made available to the Borrower or any of its Subsidiaries, pursuant to which receivables of the Borrower or any of its Subsidiaries are transferred to one or more SPCs, and thereafter to certain investors, pursuant to the terms and conditions of the Receivables Purchase Documents.
“Register” has the meaning specified in Section 8.07(d).
“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; 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.
“Scotiabank” has the meaning specified in the recital of parties to this Agreement.
“SEC Reports” means the following reports and financial statements:
(i)    DTE Energy’s Annual Report on Form 10‑K for the year ended December 31, 2019, as filed with or sent to the Securities and Exchange Commission; and
(ii)    the Identified Reports on Form 8‑K, including therein the Audited Statements of the Borrower.
“Service” has the meaning specified in the definition of “LIBOR Rate”.
“Significant Subsidiary” means any 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.
“SPC” means any special purpose entity established for the purpose of purchasing receivables in connection with a receivables securitization transaction permitted under the terms of this Agreement.
“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) April 2, 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 6.01.
“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 1.02    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 1.03    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 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 DTE Energy 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 2.01    Commitment. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances in U.S. dollars to the Borrower on the Effective Date in an amount equal to such Lender’s Commitment. The Borrowing on the Effective Date shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and shall consist of Advances of the same Type made on the Effective Date by the Lenders ratably according to their respective Commitments. Amounts repaid or prepaid in respect of Advances may not be reborrowed.
SECTION 2.02    Making the Advances. (a) The Borrowing on the Effective Date 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 Effective Date in the case of a Borrowing consisting of Eurodollar Rate Advances, or 1:00 P.M. (New York City time) on the Effective Date 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 (which shall be the Effective Date), (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 Effective Date (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 Effective Date, before 3:00 P.M. (New York City time) on the Effective Date), 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 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.
(a)    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 $5,000,000 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 five.
(b)    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.
(c)    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.
(d)    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 2.03    Fees.
(a)    [Reserved].
(b)    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.
(c)    [Reserved].
SECTION 2.04    Termination of the Commitments; Incremental Term Loans.
(a)    Unless previously terminated, the Commitments shall terminate at the earlier of (i) upon funding the Advances on the Effective Date and (ii) 5:00 p.m., New York City time, on the Effective Date.
(b)    At any time prior to the Termination Date, the Borrower may, on the terms set forth below, request that additional term loans hereunder be made (each, an “Incremental Term Loan”), and each Lender may, in its sole and individual discretion, agree to provide such Incremental Term Loan; provided, however, that (i) any Incremental Term Loan hereunder may only be made at a time when no Default shall have occurred and be continuing and (ii) in no event shall the aggregate Advances hereunder exceed $200,000,000 in the aggregate. In the event of such a requested Incremental Term Loan, any Lender or other financial institution which the Borrower and the Agent invite to become a Lender may set the amount of its Incremental Term Loan at an amount agreed to by the Borrower and the Agent. In the event that the Borrower and one or more Lenders (or other financial institutions) shall agree upon such an Incremental Term Loan, (i) the Borrower, the Agent and each Lender or other financial institution entering into an Incremental Term Loan shall enter into a supplement to this Agreement (each, a “Lender Supplement”) substantially in the form of Exhibit G setting forth, among other things, the amount of the Incremental Term Loan of such Lender or other financial institution, as applicable, and (ii) the Borrower shall furnish, if requested, new or amended and restated Notes, as applicable, to each Lender or other financial institution, as applicable. No such Lender Supplement shall require the approval or consent of any other Lender. Upon the execution and delivery of such Lender Supplement as provided above and the occurrence of the Effective Date specified therein, and upon satisfaction of such other conditions as the Agent may reasonably specify, this Agreement shall be deemed to be amended accordingly.
SECTION 2.05    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 2.06    Interest on Advances. (a) 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:
(i)    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.
(ii)    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 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.
(b)    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 2.07    Interest Rate Determination. (a) 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.
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    If the Service is not available or a rate does not timely appear on the Service:
(i)    the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii)    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
(iii)    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.
(f)    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:
(i)    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;
(ii)    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;
(iii)    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
(iv)    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 2.08    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 initial Interest Period for each such Eurodollar Rate Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower.
SECTION 2.09    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 2.10    Increased Costs. (a) 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.
(a)    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 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.
(b)    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 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.
(c)    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.
(d)    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.
(e)    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 2.11    Illegality.
(a)    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.
(b)    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 2.12    Payments and Computations. (a) 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 and interest 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.
(a)    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.
(b)    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 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 is payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c)    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; 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.
(d)    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 2.13    Taxes. (a) 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 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.
(a)    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”).
(b)    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.
(c)    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.
(d)    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 W‑8BEN, 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 W‑8BEN, 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 Lender will not be entitled to any payment or indemnification on account of any Taxes imposed by the United States.
(e)    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.
(f)    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.
(g)    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.
(h)    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 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.
(i)    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.
(j)    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.
(k)    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 2.14    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 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 2.15    Use of Proceeds. The proceeds of the Advances shall be available hereunder solely for general corporate purposes of the Borrower and its Subsidiaries.
SECTION 2.16    [Reserved].
SECTION 2.17    Noteless Agreement; Evidence of Indebtedness.
(a)    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.
(b)    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.
(c)    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.
(d)    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 2.18    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:
(a)    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);
(b)    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 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;
(c)    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
(d)    for the avoidance of doubt, the Borrower shall retain and reserve its other rights and remedies respecting each Defaulting Lender.
SECTION 2.19    [Reserved].
ARTICLE III:     CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONS
SECTION 3.01    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:
(a)    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.
(b)    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.
(c)    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.
(d)    The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date.
(e)    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.
(f)    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.
(g)    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:
(i)    The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii)    No event has occurred and is continuing that constitutes a Default.
(h)    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:
(i)    Counterpart signature pages of this Agreement, executed by each of the parties hereto.
(ii)    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.
(iii)    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.
(iv)    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.
(v)    Favorable opinion letters of Michael J. Solo, the Assistant General Counsel of DTE Energy, and Hunton Andrews Kurth LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.
SECTION 3.02    Conditions Precedent to the Credit Extension. The obligation of each Lender to make the Credit Extension on the Effective Date 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):
(i)    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
(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 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 3.03    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.
ARTICLE IV:     REPRESENTATIONS AND WARRANTIES
SECTION 4.01    Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:
(a)    The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
(b)    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.
(c)    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.
(d)    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.
(e)    The Audited Statements of the Borrower, copies 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.
(f)    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.
(g)    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.
(h)    No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan.
(i)    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.
(j)    (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.
(k)    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.
(l)    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.
(m)    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.
(n)    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).
(o)    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.
(p)    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.
(q)    The Borrower is not an Affected Financial Institution.
(r)    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 5.01    Affirmative Covenants. So long as any Outstanding Credit Exposure shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will:
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    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.
(f)    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.
(g)    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.
(h)    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):
(i)    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 March 31, 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;
(ii)    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, Consolidated financial statements, including the notes thereto, of the Borrower and its Consolidated Subsidiaries for such fiscal year, containing the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and 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;
(iii)    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;
(iv)    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;
(v)    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 (it being understood and agreed that the Borrower and any of its Subsidiaries shall only be required to prepare and file such reports and registration statements to the extent provided by applicable law);
(vi)    such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request;
(vii)    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
(viii)    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 information 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.
(i)    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 5.02    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:
(a)    Liens, Etc. Create, incur, or suffer to exist any Lien in, of or on the Property of the Borrower or any of its Subsidiaries, except:
(i)    Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ii)    Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than sixty (60) days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(iii)    Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;
(iv)    Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or its Subsidiaries;
(v)    Liens described in the SEC Reports;
(vi)    Liens pursuant to the Borrower’s Indenture of Mortgage and Deed of Trust, dated as of March 1, 1944 (as restated as of July 15, 1989 and as supplemented, the “Existing Mortgage”), as described therein, and any replacement indenture in respect thereof, and any supplements thereto, so long as (1) any such Liens under any such replacement indenture apply to the property or assets of the Borrower in a manner substantially consistent with the terms of the Existing Mortgage, and (2) the borrowing capacity and other restrictions on the Borrower’s ability to incur any obligations under any such replacement indenture are substantially the same as those set forth in the Existing Mortgage;
(vii)    Liens pursuant to the Borrower’s Senior Indenture, dated as of June 1, 1998, as supplemented, as described therein, in connection with the issuance of debt securities secured by mortgage bonds; and
(viii)    Liens, including, without limitation, Liens arising in connection with a Receivables Purchase Facility, securing Debt of the Borrower (other than Debt of the Borrower owed to any Subsidiary) and/or securing Debt of the Borrower’s Subsidiaries (other than Debt of any Subsidiary owed to the Borrower or any other Subsidiary), in an aggregate outstanding amount not to exceed ten percent (10%) of the consolidated assets of the Borrower and its Subsidiaries at any time.
(b)    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 (1) DTE Electric, so long as the Borrower shall be the surviving entity or DTE Electric shall expressly assume all obligations under this Agreement or (2) 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.
(c)    Change in Nature of Business. Make, or permit any of its Significant Subsidiaries 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.
(d)    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 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.
(e)    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 6.01    Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing:
(a)    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
(b)    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
(c)    (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
(d)    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 $50,000,000 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 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
(e)    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
(f)    Any judgment or order for the payment of money, individually or in the aggregate, in excess of $50,000,000 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
(g)    (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 DTE Energy, or (B) obtain the power (whether or not exercised) to elect a majority of DTE Energy’s directors, or (ii) DTE Energy shall at any time cease to hold directly or indirectly 100% of the Voting Stock of the Borrower; or
(h)    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
(i)    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; or
(j)    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 7.01    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 7.02    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 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 7.03    Scotiabank and Affiliates. With respect to its Commitment, the Credit Extensions made by it and any Note issued to it, Scotiabank 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; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Scotiabank in its individual capacity. Scotiabank 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 Scotiabank were not the Agent and without any duty to account therefor to the Lenders.
SECTION 7.04    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 7.05    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, 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 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 7.06    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 8.01    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; and provided further that no amendments, consents or waivers are required to effectuate the Incremental Term Loans pursuant to Section 2.04(b) except as provided in such Section.
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 8.02    Notices, Etc.
(a)    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 720 King Street West, 4th Floor, Toronto, Ontario, Canada M5V 2T3, Attention: Corporate Credit Services, Transit 76497, Reference: DTE Gas Company, and for compliance reporting, at E‑mail: elizabeth.miziolek@scotiabank.com and sandy.dewar@scotiabank.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.
(b)    (i) 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 in an electronic/soft medium in a format acceptable to the Agent to GWSLoanOps.USAgency@scotiabank.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 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.
(i)    The Agent agrees that the receipt of the Communications by the Agent at its e‑mail 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 e‑mail 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 e‑mail 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 e‑mail address. Each Lender agrees that e‑mail 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 e‑mail address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e‑mail address.
(ii)    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 e‑mail 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 e‑mail 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 e‑mail 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.
(iii)    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 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.
(iv)    This clause (b) shall terminate on the date that neither Scotiabank nor any of its Affiliates is the Agent under this Agreement.
SECTION 8.03    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 8.04    Costs and Expenses; Damage Waiver. (a) 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 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).
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    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 8.05    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 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 its respective Affiliates may have.
SECTION 8.06    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 8.07    Assignments, Designations and Participations. (a) 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 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).
(a)    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.
(b)    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 Outstanding Credit Exposure assumed by it pursuant to such Assignment and Assumption and, if the assigning Lender has retained an 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 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 effective date of such Assignment and Assumption and shall otherwise be in substantially the form of Exhibit A hereto.
(c)    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 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.
(d)    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 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 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 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.
(e)    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.
(f)    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.
(g)    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 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.
(h)    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 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.
(i)    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.
(j)    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 8.08    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 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 8.09    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 8.10    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 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 8.11    Jurisdiction, Etc. (a) 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.
(a)    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 8.12    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 8.13    USA Patriot Act Notification. The following notification is provided to the Borrower pursuant to Section 326 of the PATRIOT Act:
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 8.14    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 8.15    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 8.16    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 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:
(a)    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
(b)    the effects of any Bail-In Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    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
(iii)    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 8.17    Lender ERISA Matters.
(a)    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:
(i)    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;
(ii)    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;
(iii)    (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
(iv)    such other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion, and such Lender.
(b)    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







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 GAS COMPANY
By    /s/Edward J. Solomon        
Name: Edward J. Solomon
Title: Assistant Treasurer
Borrower’s FEIN: 38-0478040

Signature Page to
DTE Gas Company
Term Loan Credit Agreement



Lenders
THE BANK OF NOVA SCOTIA, as Agent and as a Lender
By:    /s/David Dewar        
Name: David Dewar
Title: Director

Signature Page to
DTE Gas Company
Term Loan Credit Agreement




SCHEDULE I
DTE GAS COMPANY
LENDER COMMITMENTS
Name of Initial Lender
Commitment
The Bank of Nova Scotia
$100,000,000
TOTAL
$100,000,000




EXHIBIT A - FORM OF NOTE
U.S.$    
Dated:    20,__

FOR VALUE RECEIVED, the undersigned, DTE GAS 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.$[amount of the Lender’s Commitment in figures] 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 April 3, 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 The Bank of Nova Scotia, 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 The Bank of Nova Scotia, as Agent, at 720 King Street West, 4th Floor, Toronto, Ontario, Canada M5V 2T3, Swift Code: BOFAUS3N, Account Number: NOSCCATTTL6, Reference: DTE Gas Company, Attention: Corporate Credit Services, Transit 76497, 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 GAS COMPANY
By:            
Title:

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

EXHIBIT B - FORM OF NOTICE OF BORROWING
The Bank of Nova Scotia, as Agent for the Lenders parties
to the Credit Agreement referred to below
720 King Street West, 4th Floor
Toronto, Ontario
M5V 2T3
Canada
Attention: GWSLoanOps.USAgency@scotiabank.com

[Date]
Ladies and Gentlemen:
The undersigned, DTE GAS COMPANY, refers to the Term Loan Credit Agreement dated as of April 3, 2020 (the “Proposed Closing Date”) (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 The Bank of Nova Scotia, 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.
To induce the Lenders to accept this Borrowing Request with respect to Eurodollar Loans to be made on the Proposed Closing Date to the Borrower, the Borrower hereby agrees to reimburse each Lender (or financial institution that would have been a Lender upon the effectiveness of the Credit Agreement) in accordance with Section 2.02(c) of the SIDLEY DRAFT of the Credit Agreement distributed to the Borrower on March 31, 2020 (the “Draft Credit Agreement”) (as if it were in effect) for any loss, cost or expense incurred by such Lender (or financial institution that would have been a Lender upon the effectiveness of the Credit Agreement) in the event that all or any portion of such Eurodollar Loans are not made on the Proposed Closing Date for any reason (including the failure of the Credit Agreement to become effective). The Borrower shall be bound hereby and by the terms of Section 2.02(c) of the Draft Agreement without regard to whether the Credit Agreement is executed and delivered by the proposed parties thereto.

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


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 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]]
3.    Borrower(s):    DTE Gas Company    
4.
Administrative Agent:    The Bank of Nova Scotia, as the administrative agent under the Credit Agreement
5.
Credit Agreement:    The Term Loan Credit Agreement dated as of April 3, 2020 among DTE Gas Company, the Lenders parties thereto, The Bank of Nova Scotia, as Administrative Agent, and the other agents parties thereto
6.    Assigned Interest:
Aggregate Amount of Advances for all Lenders
Amount of Advances Assigned
Percentage Assigned of Advances
$
$
%
$
$
%
$
$
%

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:
THE BANK OF NOVA SCOTIA, as Administrative Agent
By:         

Title:
Consented to:
DTE GAS COMPANY
By:        

    Title:


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.

EXHIBIT D - FORM OF CERTIFICATE BY BORROWER
DTE GAS COMPANY
OFFICER’S CERTIFICATE
I, Edward Solomon, Assistant Treasurer of DTE GAS COMPANY (“DTE Gas” or the “Borrower”), DO HEREBY CERTIFY, pursuant to Section 3.01 of the Term Loan Credit Agreement (the “Credit Agreement”), dated as of April 3, 2020, among DTE Gas, the financial institutions from time to time parties thereto as “Lenders” and The Bank of Nova Scotia (“Scotiabank”), 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 April 3, 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 ___ day of April, 2020.
DTE GAS COMPANY
By: _______________________________
Name: Edward Solomon
Title: Assistant Treasurer


EXHIBIT E-1 - FORM OF
OPINION OF COUNSEL TO BORROWER
April 3, 2020
To each of the Lenders party to the
Credit Agreement defined below
DTE Gas 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 April 3, 2020, among DTE Gas Company (the “Borrower”), the financial institutions from time to time parties thereto as “Lenders” and The Bank of Nova Scotia (the “Agent”), as agent for said Lenders. Terms defined in the Credit Agreement are used herein as therein defined.
I am the Assistant General Counsel of DTE Energy Company, the parent company 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,

EXHIBIT E-2 - FORM OF
OPINION OF HUNTON ANDREWS KURTH LLP
[ATTACHED]

EXHIBIT F - FORM OF
COMPLIANCE CERTIFICATE
COMPLIANCE CERTIFICATE
To:
The Lenders parties to the
Credit Agreement Described Below
This Compliance Certificate is furnished pursuant to that certain Term Loan Credit Agreement, dated as of April 3, 2020 (as amended or modified from time to time, the “Agreement”) among DTE Gas Company, a Michigan corporation (the “Borrower”), the lenders parties thereto, and The Bank of Nova Scotia, 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 GAS COMPANY
By             
Name:
Title:

SCHEDULE 1 TO COMPLIANCE CERTIFICATE
Compliance as of _________, ____ with
Provisions of Section 5.01(h) of
the 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



EXHIBIT G – LENDER SUPPLEMENT
LENDER SUPPLEMENT
Dated ____________ ____, 20___
Reference is made to that certain Term Loan Credit Agreement, dated as of April 3, 2020 (as amended or modified from time to time, the “Credit Agreement”) among DTE Gas Company, a Michigan corporation (the “Borrower”), the lenders parties thereto (the “Lenders”), and The Bank of Nova Scotia, as agent for the Lenders (the “Agent”). Unless otherwise defined herein, capitalized terms used in this Lender Supplement have the meanings ascribed thereto in the Credit Agreement.
Pursuant to Section 2.04(b) of the Credit Agreement, the Borrower has requested an Incremental Term Loan in an amount of $_____________. Such Incremental Term Loan is to become effective on the date (the “Effective Date”) which is the later of (i) ____________ ____, 20___ and (ii) the date on which the conditions set forth in Section 2.04(b) in respect of such increase have been satisfied. In connection with such requested Incremental Term Loan, the Borrower, the Agent and _________________ (the “Accepting Bank”) hereby agree as follows:
1.    Effective as of the Effective Date, the Accepting Bank shall become a party to the Credit Agreement as a Lender and shall have all of the rights and obligations of a Lender thereunder and shall thereupon have a Commitment under and for purposes of the Credit Agreement in an amount equal to the amount set forth opposite the Accepting Bank’s name on the signature page hereof.
[2.    The Accepting Bank hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Lender Supplement 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 an interest thereunder 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 its interest thereunder, shall have the obligations of a Lender thereunder, (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 Lender Supplement and to purchase an interest under the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and (v) attaches any U.S. Internal Revenue Service forms required under Section 2.13 of the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on 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 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.]
[3.]    The Borrower hereby represents and warrants that as of the date hereof and as of the Effective Date, (a) all representations and warranties of the Borrower contained in Section 4.01 of the Credit Agreement shall be true and correct in all material respects as though made on such date; provided that, the foregoing representation and warranty, solely with respect 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, shall be made only as of the “Effective Date” (as such term is defined in the Credit Agreement); and (b) no event shall have occurred and then be continuing which constitutes a Default.
[4.] THIS LENDER SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[5.] This Lender Supplement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Lender Supplement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
DTE GAS COMPANY, as the Borrower
By:                
Title:                
Consented to and Accepted:
THE BANK OF NOVA SCOTIA,
as Agent
By:    

Title:    

COMMITMENT    ACCEPTING BANK
$    [BANK]
By:                
Title:                


EXHIBIT H - FORM OF
CONVERSION NOTICE
The Bank of Nova Scotia, as Agent for the Lenders parties
to the Credit Agreement referred to below
[__]
Attention: [__]

CONVERSION NOTICE
Dated ____________ ____, 20___
Reference is made to that certain Term Loan Credit Agreement, dated as of April 3, 2020 (as amended or modified from time to time, the “Credit Agreement”) among DTE Gas Company, a Michigan corporation (the “Borrower”), the lenders parties thereto (the “Lenders”), and The Bank of Nova Scotia 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 GAS COMPANY, as the Borrower
By:                
Title:                

EXHIBIT I - FORM OF
PREPAYMENT NOTICE
The Bank of Nova Scotia, as Agent for the Lenders parties
to the Credit Agreement referred to below
[__]
Attention: [__]
PREPAYMENT NOTICE
Dated ____________ ____, 20___
Reference is made to that certain Term Loan Credit Agreement, dated as of April 3, 2020 (as amended or modified from time to time, the “Credit Agreement”) among DTE Gas Company, a Michigan corporation (the “Borrower”), the lenders parties thereto (the “Lenders”), and The Bank of Nova Scotia, 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 GAS COMPANY, as the Borrower
By:            
Title:            


Signature Page to
DTE Gas Company
Term Loan Credit Agreement
 EX-10.113 9 a20200331ex10113.htm TERM LOAN CREDIT AGREEMENT DATED AS OF APRIL 8, 2020 Exhibit
Exhibit 10.113

TERM LOAN CREDIT AGREEMENT
ACTIVE 255786935v.5
Dated as of April 8, 2020
Among
DTE ELECTRIC COMPANY,
as Borrower
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders
and
BARCLAYS BANK PLC,
as Administrative Agent
 
 
 

BARCLAYS BANK PLC,
as Lead Arranger and Sole Book Runner
 
 
 
 
 
 



TABLE OF CONTENTS
Page
1
Certain Defined Terms    1
Computation of Time Periods    18
Accounting Terms    18
18
Commitment    19
Making the Advances    19
Fees    20
Termination or Reduction of the Commitments    20
Repayment of Credit Extensions    21
Interest on Advances    21
Interest Rate Determination    21
Optional Conversion of Advances    24
Prepayments of Advances    24
Increased Costs    24
Illegality    26
Payments and Computations    26
Taxes    27
Sharing of Payments, Etc    30
Use of Proceeds    31
[Reserved]    31
Noteless Agreement; Evidence of Indebtedness    31
Defaulting Lenders    31
[Reserved]    32
32
Conditions Precedent to Effectiveness of this Agreement    32
Conditions Precedent to each Credit Extension    34
Determinations Under Section 3.01    34
34
Representations and Warranties of the Borrower    34
37
Affirmative Covenants    37
Negative Covenants    39
41
Events of Default    41
43
Authorization and Action    43
Agent’s Reliance, Etc    44
Barclays and Affiliates    44
Lender Credit Decision    44
Indemnification    44
Successor Agent    45
45
Amendments, Etc    45
Notices, Etc    46
No Waiver; Remedies    48
Costs and Expenses; Damage Waiver    48
Right of Set-off    50
Binding Effect    51
Assignments, Designations and Participations    51
Confidentiality    55
Governing Law    56
Execution in Counterparts; Integration; Electronic Execution    56
Jurisdiction, Etc    57
Waiver of Jury Trial    57
USA Patriot Act Notification    57
Severability    57
No Advisory or Fiduciary Responsibility    58
Acknowledgment and Consent to Bail-In of Affected Financial Institutions    58
Lender ERISA Matters    59


SCHEDULES AND EXHIBITS
Schedules
Schedule I     -    Lender 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 Counsel 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


This TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of April 8, 2020 is entered into among DTE ELECTRIC COMPANY, a Michigan corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and BARCLAYS BANK PLC (“Barclays”), 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 1.01    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 Barclays with its office at 745 7th Avenue, New York, NY, 10019, Account No.: 050-01910-4, Reference: DTE Electric Company, Attention: Moustapha Kebe and Robin Criscione.
“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, 0.25% rate per annum, and (ii) with respect to all Eurodollar Rate Advances, 1.25% 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 Barclays, 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 as at December 31, 2019, and the related Consolidated statements of income and cash flows of the Borrower for the fiscal year then ended, accompanied by the opinion thereon of the Borrower’s 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.
“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.
“Barclays” has the meaning specified in the recital of parties to this Agreement.
“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).
“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”.
“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 March 31, 2021.
“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.
“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.
“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 Energy” means DTE Energy Company, a Michigan corporation.
“DTE Gas” means DTE Gas Company, a Michigan corporation, wholly owned (indirectly) by DTE Energy.
“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 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) e‑mail, (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.
“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 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 Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R), dated September 2006.
“Existing Mortgage” has the meaning specified in Section 5.02(a)(vi).
“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; 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 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 8‑K” means those certain reports of the Borrower on Form 8‑K filed or furnished with the Securities and Exchange Commission on February 5, February 20, March 6, March 25 and March 30, 2020.
“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.
“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.
“Junior Subordinated Debt” means (a) subordinated junior deferrable interest debentures of the Borrower, (b) the related preferred securities, if applicable, of Subsidiaries of the Borrower and (c) the related subordinated guarantees, if applicable, of the Borrower, 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 Reuters 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 Reuters 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. With respect to any applicable Interest Period, upon reasonable request of the Borrower, the Administrative Agent will use reasonable efforts to promptly provide to the Borrower a copy of the Reuters screen reflecting the LIBOR Screen Rate with respect to such Interest Period.
“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.
“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 the Borrower in respect of its indemnification obligations relating to such Securitization Bonds.
“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).
“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned by such Person.
“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.
“Receivables Purchase Documents” means those documents entered into in connection with any series of receivables purchase or sale agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which the Borrower or any of its Subsidiaries, in their respective capacities as sellers or transferors of any receivables, sell or transfer to SPCs all of their respective rights, title and interest in and to certain receivables for further sale or transfer to other purchasers of or investors in such assets (and the other documents, instruments and agreements executed in connection therewith), as any such agreements may be amended, restated, supplemented or otherwise modified from time to time, or any replacement or substitution therefor.
“Receivables Purchase Facility” means any securitization facility made available to the Borrower or any of its Subsidiaries, pursuant to which receivables of the Borrower or any of its Subsidiaries are transferred to one or more SPCs, and thereafter to certain investors, pursuant to the terms and conditions of the Receivables Purchase Documents.
“Register” has the meaning specified in Section 8.07(d).
“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 Annual Report on Form 10‑K 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
(ii)    the Identified Reports on Form 8‑K.
“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 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 any 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.
“SOFR” with respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.
“SPC” means any special purpose entity established for the purpose of purchasing receivables in connection with a receivables securitization transaction permitted under the terms of this Agreement.
“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) April 7, 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.
“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 1.02    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 1.03    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 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 DTE Energy 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 2.01    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 two 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 $5,000,000 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 $5,000,000, 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 2.02    Making the Advances. (a) 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 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 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.
(a)    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 $5,000,000 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 three.
(b)    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.
(c)    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.
(d)    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 2.03    Fees.
(a)    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 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 0.20%, 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.
(b)    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.
(c)    [Reserved].
SECTION 2.04    Termination or Reduction of the Commitments.
(a)    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.
(b)    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 2.05    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 2.06    Interest on Advances. (a) 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:
(i)    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.
(ii)    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 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.
(b)    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 2.07    Interest Rate Determination. (a) 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.
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    If the Service is not available or a rate does not timely appear on the Service:
(i)    the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii)    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
(iii)    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.
(f)    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:
(i)    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;
(ii)    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;
(iii)    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
(iv)    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; provided further, that, with respect to any proposed amendment containing any LIBO Successor Rate based on SOFR, the Lenders shall not be entitled to object to such LIBO Successor Rate.
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 2.08    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 initial Interest Period for each such Eurodollar Rate Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower.
SECTION 2.09    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 2.10    Increased Costs. (a) 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, 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.
(a)    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 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.
(b)    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.
(c)    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 this 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.
(d)    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.
(e)    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 2.11    Illegality.
(a)    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.
(b)    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 2.12    Payments and Computations. (a) 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.
(a)    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.
(b)    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.
(c)    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.
(d)    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 2.13    Taxes. (a) 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 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.
(a)    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”).
(b)    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.
(c)    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.
(d)    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 W‑8BEN, 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 W‑8BEN, 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 Lender will not be entitled to any payment or indemnification on account of any Taxes imposed by the United States.
(e)    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.
(f)    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.
(g)    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.
(h)    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.
(i)    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.
(j)    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.
(k)    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 2.14    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 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 2.15    Use of Proceeds. The proceeds of the Advances shall be available hereunder solely for general corporate purposes of the Borrower and its Subsidiaries.
SECTION 2.16    [Reserved].
SECTION 2.17    Noteless Agreement; Evidence of Indebtedness.
(a)    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.
(b)    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.
(c)    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.
(d)    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 2.18    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:
(a)    fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.03(a);
(b)    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);
(c)    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;
(d)    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
(e)    for the avoidance of doubt, the Borrower shall retain and reserve its other rights and remedies respecting each Defaulting Lender.
SECTION 2.19    [Reserved].
ARTICLE III:     CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONS
SECTION 3.01    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:
(a)    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.
(b)    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.
(c)    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.
(d)    The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date.
(e)    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.
(f)    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.
(g)    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:
(i)    The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii)    No event has occurred and is continuing that constitutes a Default.
(h)    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:
(i)    Counterpart signature pages of this Agreement, executed by each of the parties hereto.
(ii)    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.
(iii)    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.
(iv)    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.
(v)    Favorable opinion letters of Randall Rutkofske, General Counsel 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 3.02    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):
(i)    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
(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 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 3.03    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.
ARTICLE IV:     REPRESENTATIONS AND WARRANTIES
SECTION 4.01    Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:
(a)    The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
(b)    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.
(c)    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, other than the order of the Federal Energy Regulatory Commission, dated June 5, 2019, which has been obtained and permits the transactions contemplated by the Loan Documents and remains in full force and effect.
(d)    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.
(e)    The Audited Statements of the Borrower, copies 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.
(f)    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.
(g)    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.
(h)    No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan.
(i)    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.
(j)    (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.
(k)    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.
(l)    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.
(m)    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.
(n)    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).
(o)    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.
(p)    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.
(q)    The Borrower is not an Affected Financial Institution.
(r)    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 5.01    Affirmative Covenants. So long as any Outstanding Credit Exposure shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will:
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    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.
(f)    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.
(g)    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.
(h)    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):
(i)    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 March 31, 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;
(ii)    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, Consolidated financial statements, including the notes thereto, of the Borrower and its Consolidated Subsidiaries for such fiscal year, containing the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and 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;
(iii)    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;
(iv)    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;
(v)    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 (it being understood and agreed that the Borrower and any of its Subsidiaries shall only be required to prepare and file such reports and registration statements to the extent provided by applicable law);
(vi)    such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request;
(vii)    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
(viii)    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 information 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.
(i)    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 5.02    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:
(a)    Liens, Etc. Create, incur, or suffer to exist any Lien in, of or on the Property of the Borrower or any of its Subsidiaries, except:
(i)    Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ii)    Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than sixty (60) days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(iii)    Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;
(iv)    Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or its Subsidiaries;
(v)    Liens described in the SEC Reports;
(vi)    Liens pursuant to the Borrower’s Mortgage and Deed of Trust, dated as of October 1, 1924 (as supplemented, the “Existing Mortgage”), as described therein, and any replacement indenture in respect thereof, and any supplements thereto, so long as (1) any such Liens under any such replacement indenture apply to the property or assets of the Borrower in a manner substantially consistent with the terms of the Existing Mortgage, and (2) the borrowing capacity and other restrictions on the Borrower’s ability to incur any obligations under any such replacement indenture are substantially the same as those set forth in the Existing Mortgage;
(vii)    Liens pursuant to the Borrower’s Indenture, dated as of June 30, 1993, as supplemented, as described therein, in connection with the issuance of debt securities secured by mortgage bonds; and
(viii)    Liens, including, without limitation, Liens arising in connection with a Receivables Purchase Facility or the issuance of Securitization Bonds, securing Debt of the Borrower (other than Debt of the Borrower owed to any Subsidiary) and/or securing Debt of the Borrower’s Subsidiaries (other than Debt of any Subsidiary owed to the Borrower or any other Subsidiary), in an aggregate outstanding amount not to exceed ten percent (10%) of the consolidated assets of the Borrower and its Subsidiaries at any time.
(b)    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 (1) DTE Gas, so long as the Borrower shall be the surviving entity or DTE Gas shall expressly assume the obligations under this Agreement or (2) 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.
(c)    Change in Nature of Business. Make, or permit any of its Significant Subsidiaries 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.
(d)    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 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.
(e)    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 6.01    Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing:
(a)    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
(b)    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
(c)    (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
(d)    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 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
(e)    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
(f)    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
(g)    (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 DTE Energy, or (B) obtain the power (whether or not exercised) to elect a majority of DTE Energy’s directors, or (ii) DTE Energy shall at any time cease to hold directly or indirectly 100% of the Voting Stock of the Borrower; or
(h)    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
(i)    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; or
(j)    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 7.01    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 7.02    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 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 7.03    Barclays and Affiliates. With respect to its Commitment, the Credit Extensions made by it and any Note issued to it, Barclays 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; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Barclays in its individual capacity. Barclays 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 Barclays were not the Agent and without any duty to account therefor to the Lenders.
SECTION 7.04    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 7.05    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 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 7.06    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 8.01    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.
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 8.02    Notices, Etc.
(a)    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 745 7th Avenue, New York, NY, 10019 Attention: Moustapha Kebe and Robin Criscione, Reference: DTE Electric Company, and for compliance reporting, at E‑mail: Moustapha.kebe@barclays.com and Robin.Criscione@barclays.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.
(b)    (i) 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 in an electronic/soft medium in a format acceptable to the Agent to 12145455230@tls.ldsprod.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 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.
(i)    The Agent agrees that the receipt of the Communications by the Agent at its e‑mail 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 e‑mail 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 e‑mail 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 e‑mail address. Each Lender agrees that e‑mail 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 e‑mail address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e‑mail address.
(ii)    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 e‑mail 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 e‑mail 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 e‑mail 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 and such Lender, as applicable, and the Borrower.
(iii)    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 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.
(iv)    This clause (b) shall terminate on the date that neither Barclays nor any of its Affiliates is the Agent under this Agreement.
SECTION 8.03    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 8.04    Costs and Expenses; Damage Waiver. (a) 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 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).
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    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 8.05    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 setoff. Each Lender agrees promptly to notify the Agent and 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 8.06    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 8.07    Assignments, Designations and Participations. (a) 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 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).
(a)    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.
(b)    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 effective date of such Assignment and Assumption and shall otherwise be in substantially the form of Exhibit A hereto.
(c)    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.
(d)    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 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.
(e)    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.
(f)    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.
(g)    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.
(h)    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 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.
(i)    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.
(j)    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 8.08    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 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 8.09    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 8.10    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 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 8.11    Jurisdiction, Etc. (a) 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.
(a)    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 8.12    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 8.13    USA Patriot Act Notification. The following notification is provided to the Borrower pursuant to Section 326 of the PATRIOT Act:
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 8.14    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 8.15    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 8.16    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 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:
(a)    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
(b)    the effects of any Bail-In Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    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
(iii)    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 8.17    Lender ERISA Matters.
(a)    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:
(i)    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;
(ii)    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;
(iii)    (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
(iv)    such other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion, and such Lender.
(b)    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







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 ELECTRIC COMPANY
By    /s/Edward J. Solomon        
Name: Edward J. Solomon
Title: Assistant Treasurer
Borrower’s FEIN: 38-0478650

Signature Page to
DTE Electric Company
Term Loan Credit Agreement



Lenders
BARCLAYS BANK PLC, as Agent and as a Lender
By:    /s/Sydney G. Dennis        
Name: Sydney G. Dennis
Title: Director

SCHEDULE I
DTE ELECTRIC COMPANY
INITIAL LENDER COMMITMENTS
Name of Initial Lender
Commitment
Barclays Bank PLC
$200,000,000
TOTAL
$200,000,000




EXHIBIT A - FORM OF NOTE
U.S.$    
Dated:    20,__

FOR VALUE RECEIVED, the undersigned, DTE ELECTRIC 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.$[amount of the Lender’s Commitment in figures] 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 April 8, 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 Barclays Bank PLC, 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 Barclays Bank PLC, as Agent, at Barclays Bank PLC, 745 7th Avenue, New York, NY, 10019, ABA Number: 026002574, Account No.: 050-01910-4, Reference: DTE Electric Company, 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 ELECTRIC COMPANY
By:            
Title:

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

EXHIBIT B - FORM OF NOTICE OF BORROWING
Barclays Bank PLC, as Agent for the Lenders parties
to the Credit Agreement referred to below
745 7th Avenue
New York, New York, 10019
Attention: Moustapha Kebe and Robin Criscione

[Date]
Ladies and Gentlemen:
The undersigned, DTE ELECTRIC COMPANY, refers to the Term Loan Credit Agreement dated as of April 8, 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 Barclays Bank PLC, 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]


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 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]]
3.    Borrower(s):    DTE Electric Company    
4.
Administrative Agent:    Barclays Bank PLC, as the administrative agent under the Credit Agreement
5.
Credit Agreement:    The Term Loan Credit Agreement dated as of April 8, 2020 among DTE Electric Company, the Lenders parties thereto, Barclays Bank PLC, 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/Advances
$
$
%
$
$
%
$
$
%

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:
BARCLAYS BANK PLC, as Administrative Agent
By:         

Title:

Consented to:
DTE ELECTRIC COMPANY
By:        

    Title:


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.

EXHIBIT D - FORM OF CERTIFICATE BY BORROWER
DTE ELECTRIC COMPANY
OFFICER’S CERTIFICATE
I, Edward Solomon, Assistant Treasurer of DTE ELECTRIC COMPANY (“DTE Electric” or the “Borrower”), DO HEREBY CERTIFY, pursuant to Section 3.01 of the Term Loan Credit Agreement (the “Credit Agreement”), dated as of April 8, 2020, among DTE Electric, the financial institutions from time to time parties thereto as “Lenders” and Barclays Bank PLC (“Barclays”), 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 April 8, 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 ___ day of April, 2020.
DTE ELECTRIC COMPANY
By: _______________________________
Name: Edward Solomon
Title: Assistant Treasurer


EXHIBIT E-1 - FORM OF
OPINION OF COUNSEL TO THE BORROWER
April 8, 2020
To each of the Lenders party to the
Credit Agreement defined below
DTE Electric 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 April 8, 2020, among DTE Electric Company (the “Borrower”), the financial institutions from time to time parties thereto as “Lenders” and Barclays Bank PLC (the “Agent”), as agent for said Lenders. Terms defined in the Credit Agreement are used herein as therein defined.
I am the General Counsel of DTE Electric Company 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, except the order of the Federal Energy Regulatory Commission, which has been obtained.
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,

EXHIBIT E-2 - FORM OF
OPINION OF HUNTON ANDREWS KURTH LLP
[ATTACHED]

EXHIBIT F - FORM OF
COMPLIANCE CERTIFICATE
COMPLIANCE CERTIFICATE
To:
The Lenders parties to the
Credit Agreement Described Below
This Compliance Certificate is furnished pursuant to that certain Term Loan Credit Agreement, dated as of April 8, 2020 (as amended or modified from time to time, the “Agreement”) among DTE Electric Company, a Michigan corporation (the “Borrower”), the lenders parties thereto, and Barclays Bank PLC, 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 ELECTRIC COMPANY
By             
Name:
Title:

SCHEDULE 1 TO COMPLIANCE CERTIFICATE
Compliance as of _________, ____ with
Provisions of Section 5.01(h) of
the 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:
-$
 
(vii) Plus: Capital lease obligations:
+$
 
(viii) Plus: Guaranty Obligations of Funded Debt of other Persons:
+$
 
(ix) Numerator: (A)(i) minus (A)(ii) through (A)(v) plus (A)(vi) plus (A)(vii):
$
(B)
Denominator (Capitalization):
 
 
(i) Total Funded Debt: (A)(viii)
$
 
(ii) Plus: Consolidated Net Worth:
+$
 
(iii) Denominator: (B)(i) plus (B)(ii):
$
(C)
State whether the ratio of (A)(viii) to (B)(iii) was not greater than 0.65:1:

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



EXHIBIT G – [RESERVED]


EXHIBIT H - FORM OF
CONVERSION NOTICE
Barclays Bank PLC, as Agent for the Lenders parties
to the Credit Agreement referred to below
745 7th Avenue
New York, New York, 10019
Attention: Moustapha Kebe and Robin Criscione

CONVERSION NOTICE
Dated ____________ ____, 20___
Reference is made to that certain Term Loan Credit Agreement, dated as of April 8, 2020 (as amended or modified from time to time, the “Credit Agreement”) among DTE Electric Company, a Michigan corporation (the “Borrower”), the lenders parties thereto (the “Lenders”), and Barclays Bank PLC, 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 ELECTRIC COMPANY, as the Borrower
By:                
Title:                

EXHIBIT I - FORM OF
PREPAYMENT NOTICE
Barclays Bank PLC, as Agent for the Lenders parties
to the Credit Agreement referred to below
745 7th Avenue
New York, New York, 10019
Attention: Moustapha Kebe and Robin Criscione

PREPAYMENT NOTICE
Dated ____________ ____, 20___
Reference is made to that certain Term Loan Credit Agreement, dated as of April 8, 2020 (as amended or modified from time to time, the “Credit Agreement”) among DTE Electric Company, a Michigan corporation (the “Borrower”), the lenders parties thereto (the “Lenders”), and Barclays Bank PLC, 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 ELECTRIC COMPANY, as the Borrower
By:            
Title:            


Signature Page to
DTE Electric Company
Term Loan Credit Agreement
 EX-10.114 10 a20200331ex10114.htm TERM LOAN CREDIT AGREEMENT DATED AS OF APRIL 16, 2020 Exhibit
Exhibit 10.114
Published Deal CUSIP Number: 23339DAG0
Published Facility CUSIP Number: 23339DAH8


TERM LOAN CREDIT AGREEMENT
ACTIVE 256098292v.3
Dated as of April 16, 2020
Among
DTE ELECTRIC COMPANY,
as Borrower
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders
and
MIZUHO BANK, LTD.,
as Administrative Agent
and
FIFTH THIRD BANK,
as Syndication Agent
 
 
 

MIZUHO BANK, LTD.,
as Lead Arranger and Sole Book Runner
 
 
 



TABLE OF CONTENTS
Page
1
Certain Defined Terms    1
Computation of Time Periods    18
Accounting Terms    18
18
Commitment    18
Making the Advances    19
Fees    20
Termination of the Commitments    20
Repayment of Credit Extensions    20
Interest on Advances    20
Interest Rate Determination    21
Optional Conversion of Advances    23
Prepayments of Advances    23
Increased Costs    24
Illegality    25
Payments and Computations    26
Taxes    27
Sharing of Payments, Etc    30
Use of Proceeds    30
[Reserved]    30
Noteless Agreement; Evidence of Indebtedness    30
Defaulting Lenders    31
[Reserved]    31
31
Conditions Precedent to Effectiveness of this Agreement    32
Conditions Precedent to the Credit Extension    33
Determinations Under Section 3.01    34
34
Representations and Warranties of the Borrower    34
36
Affirmative Covenants    36
Negative Covenants    39
41
Events of Default    41
43
Authorization and Action    43
Agent’s Reliance, Etc    43
Mizuho and Affiliates    44
Lender Credit Decision    44
Indemnification    44
Successor Agent    44
Syndication Agent    45
45
Amendments, Etc    45
Notices, Etc    45
No Waiver; Remedies    48
Costs and Expenses; Damage Waiver    48
Right of Set-off    50
Binding Effect    50
Assignments, Designations and Participations    50
Confidentiality    55
Governing Law    56
Execution in Counterparts; Integration; Electronic Execution    56
Jurisdiction, Etc    56
Waiver of Jury Trial    57
USA Patriot Act Notification    57
Severability    57
No Advisory or Fiduciary Responsibility    57
Acknowledgment and Consent to Bail-In of Affected Financial Institutions    58
Lender ERISA Matters    58


SCHEDULES AND EXHIBITS
Schedules
Schedule I     -    Lender 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 Counsel 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


This TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of April 16, 2020 is entered into among DTE ELECTRIC COMPANY, a Michigan corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and MIZUHO BANK, LTD. (“Mizuho”), 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 1.01    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 Mizuho with its office at Harborside Financial Center, 1800 Plaza Ten, Jersey City, NJ 07311, Account No.: H79-740-005344, Reference: DTE Electric Company, Attention: Agency/Bilateral Loan Administration Unit.
“Agent Parties” has the meaning specified in Section 8.02(b).
“Agents” means the Agent and the Syndication Agent, collectively.
“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, 1.00% 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 Mizuho, 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 as at December 31, 2019, and the related Consolidated statements of income and cash flows of the Borrower for the fiscal year then ended, accompanied by the opinion thereon of the Borrower’s 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.
“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).
“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”.
“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 the Effective Date in an aggregate amount not exceeding the amount set forth opposite such Lender’s name on Schedule I hereto.
“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.
“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.
“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 Energy” means DTE Energy Company, a Michigan corporation.
“DTE Gas” means DTE Gas Company, a Michigan corporation, wholly owned (indirectly) by DTE Energy.
“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 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) e‑mail, (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.
“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 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 Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R), dated September 2006.
“Existing Mortgage” has the meaning specified in Section 5.02(a)(vi).
“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; 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 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 8‑K” means those certain reports of the Borrower on Form 8‑K filed or furnished with the Securities and Exchange Commission on February 5, February 20, March 6, March 25 and March 30, 2020.
“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.
“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.
“Junior Subordinated Debt” means (a) subordinated junior deferrable interest debentures of the Borrower, (b) the related preferred securities, if applicable, of Subsidiaries of the Borrower and (c) the related subordinated guarantees, if applicable, of the Borrower, 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.
“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.
“Mizuho” has the meaning specified in the recital of parties to this Agreement.
“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 the Borrower in respect of its indemnification obligations relating to such Securitization Bonds.
“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.
“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned by such Person.
“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.
“Receivables Purchase Documents” means those documents entered into in connection with any series of receivables purchase or sale agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which the Borrower or any of its Subsidiaries, in their respective capacities as sellers or transferors of any receivables, sell or transfer to SPCs all of their respective rights, title and interest in and to certain receivables for further sale or transfer to other purchasers of or investors in such assets (and the other documents, instruments and agreements executed in connection therewith), as any such agreements may be amended, restated, supplemented or otherwise modified from time to time, or any replacement or substitution therefor.
“Receivables Purchase Facility” means any securitization facility made available to the Borrower or any of its Subsidiaries, pursuant to which receivables of the Borrower or any of its Subsidiaries are transferred to one or more SPCs, and thereafter to certain investors, pursuant to the terms and conditions of the Receivables Purchase Documents.
“Register” has the meaning specified in Section 8.07(d).
“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; 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 Annual Report on Form 10‑K 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
(ii)    the Identified Reports on Form 8‑K.
“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 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 any 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.
“SOFR” with respect to any day means the secured overnight financing rate published for such day by the NYFRB, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.
“SPC” means any special purpose entity established for the purpose of purchasing receivables in connection with a receivables securitization transaction permitted under the terms of this Agreement.
“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.
“Syndication Agent” means Fifth Third Bank, in its capacity as syndication agent for the credit facility evidenced by this Agreement.
“Taxes” has the meaning specified in Section 2.13(a).
“Termination Date” means the earlier of (a) April 15, 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 6.01.
“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 1.02    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 1.03    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 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 DTE Energy 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 2.01    Commitment. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances in U.S. dollars to the Borrower on the Effective Date in an amount equal to such Lender’s Commitment. The Borrowing on the Effective Date shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and shall consist of Advances of the same Type made on the Effective Date by the Lenders ratably according to their respective Commitments. Amounts repaid or prepaid in respect of Advances may not be reborrowed.
SECTION 2.02    Making the Advances. (a) The Borrowing on the Effective Date 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 Effective Date in the case of a Borrowing consisting of Eurodollar Rate Advances, or 1:00 P.M. (New York City time) on the Effective Date 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 (which shall be the Effective Date), (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 Effective Date (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 Effective Date, before 3:00 P.M. (New York City time) on the Effective Date), 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 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.
(a)    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 $5,000,000 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 five.
(b)    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.
(c)    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.
(d)    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 2.03    Fees.
(a)    [Reserved].
(b)    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.
(c)    [Reserved].
SECTION 2.04    Termination of the Commitments. Unless previously terminated, the Commitments shall terminate at the earlier of (a) upon funding the Advances on the Effective Date and (b) 5:00 p.m., New York City time, on the Effective Date.
SECTION 2.05    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 2.06    Interest on Advances. (a) 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:
(i)    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.
(ii)    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 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.
(b)    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 2.07    Interest Rate Determination. (a) 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.
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    If the Service is not available or a rate does not timely appear on the Service:
(i)    the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
(ii)    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
(iii)    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.
(f)    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:
(i)    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;
(ii)    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;
(iii)    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
(iv)    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; provided further, that, with respect to any proposed amendment containing any LIBO Successor Rate based on SOFR, the Lenders shall not be entitled to object to such LIBO Successor Rate.
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 2.08    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 initial Interest Period for each such Eurodollar Rate Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower.
SECTION 2.09    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 2.10    Increased Costs. (a) 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, 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.
(a)    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 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.
(b)    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 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.
(c)    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 this 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.
(d)    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.
(e)    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 2.11    Illegality.
(a)    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.
(b)    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 2.12    Payments and Computations. (a) 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 and interest 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.
(a)    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.
(b)    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 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 is payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(c)    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; 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.
(d)    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 2.13    Taxes. (a) 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 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.
(a)    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”).
(b)    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.
(c)    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.
(d)    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 W‑8BEN, 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 W‑8BEN, 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 Lender will not be entitled to any payment or indemnification on account of any Taxes imposed by the United States.
(e)    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.
(f)    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 Agents 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.
(g)    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.
(h)    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 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.
(i)    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.
(j)    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.
(k)    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 2.14    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 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 2.15    Use of Proceeds. The proceeds of the Advances shall be available hereunder solely for general corporate purposes of the Borrower and its Subsidiaries.
SECTION 2.16    [Reserved].
SECTION 2.17    Noteless Agreement; Evidence of Indebtedness.
(a)    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.
(b)    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.
(c)    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.
(d)    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 2.18    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:
(a)    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);
(b)    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 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;
(c)    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
(d)    for the avoidance of doubt, the Borrower shall retain and reserve its other rights and remedies respecting each Defaulting Lender.
SECTION 2.19    [Reserved].
ARTICLE III:     CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONS
SECTION 3.01    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:
(a)    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.
(b)    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.
(c)    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 Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents.
(d)    The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date.
(e)    The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, 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.
(f)    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.
(g)    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:
(i)    The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii)    No event has occurred and is continuing that constitutes a Default.
(h)    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:
(i)    Counterpart signature pages of this Agreement, executed by each of the parties hereto.
(ii)    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.
(iii)    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.
(iv)    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.
(v)    Favorable opinion letters of Randall Rutkofske, General Counsel 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 3.02    Conditions Precedent to the Credit Extension. The obligation of each Lender to make the Credit Extension on the Effective Date 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):
(i)    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
(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 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 3.03    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.
ARTICLE IV:     REPRESENTATIONS AND WARRANTIES
SECTION 4.01    Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:
(a)    The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
(b)    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.
(c)    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, other than the order of the Federal Energy Regulatory Commission, dated June 5, 2019, which has been obtained and permits the transactions contemplated by the Loan Documents and remains in full force and effect.
(d)    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.
(e)    The Audited Statements of the Borrower, copies 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.
(f)    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.
(g)    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.
(h)    No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan.
(i)    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.
(j)    (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.
(k)    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.
(l)    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.
(m)    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.
(n)    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).
(o)    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.
(p)    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.
(q)    The Borrower is not an Affected Financial Institution.
(r)    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 5.01    Affirmative Covenants. So long as any Outstanding Credit Exposure shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will:
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    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.
(f)    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.
(g)    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.
(h)    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):
(i)    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 March 31, 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;
(ii)    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, Consolidated financial statements, including the notes thereto, of the Borrower and its Consolidated Subsidiaries for such fiscal year, containing the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and 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;
(iii)    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;
(iv)    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;
(v)    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 (it being understood and agreed that the Borrower and any of its Subsidiaries shall only be required to prepare and file such reports and registration statements to the extent provided by applicable law);
(vi)    such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request;
(vii)    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
(viii)    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 information 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.
(i)    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 5.02    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:
(a)    Liens, Etc. Create, incur, or suffer to exist any Lien in, of or on the Property of the Borrower or any of its Subsidiaries, except:
(i)    Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ii)    Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than sixty (60) days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(iii)    Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;
(iv)    Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or its Subsidiaries;
(v)    Liens described in the SEC Reports;
(vi)    Liens pursuant to the Borrower’s Mortgage and Deed of Trust, dated as of October 1, 1924 (as supplemented, the “Existing Mortgage”), as described therein, and any replacement indenture in respect thereof, and any supplements thereto, so long as (1) any such Liens under any such replacement indenture apply to the property or assets of the Borrower in a manner substantially consistent with the terms of the Existing Mortgage, and (2) the borrowing capacity and other restrictions on the Borrower’s ability to incur any obligations under any such replacement indenture are substantially the same as those set forth in the Existing Mortgage;
(vii)    Liens pursuant to the Borrower’s Indenture, dated as of June 30, 1993, as supplemented, as described therein, in connection with the issuance of debt securities secured by mortgage bonds; and
(viii)    Liens, including, without limitation, Liens arising in connection with a Receivables Purchase Facility or the issuance of Securitization Bonds, securing Debt of the Borrower (other than Debt of the Borrower owed to any Subsidiary) and/or securing Debt of the Borrower’s Subsidiaries (other than Debt of any Subsidiary owed to the Borrower or any other Subsidiary), in an aggregate outstanding amount not to exceed ten percent (10%) of the consolidated assets of the Borrower and its Subsidiaries at any time.
(b)    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 (1) DTE Gas, so long as the Borrower shall be the surviving entity or DTE Gas shall expressly assume the obligations under this Agreement or (2) 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.
(c)    Change in Nature of Business. Make, or permit any of its Significant Subsidiaries 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.
(d)    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 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.
(e)    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 6.01    Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing:
(a)    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
(b)    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
(c)    (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
(d)    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 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
(e)    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
(f)    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
(g)    (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 DTE Energy, or (B) obtain the power (whether or not exercised) to elect a majority of DTE Energy’s directors, or (ii) DTE Energy shall at any time cease to hold directly or indirectly 100% of the Voting Stock of the Borrower; or
(h)    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
(i)    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; or
(j)    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 7.01    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 7.02    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 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 7.03    Mizuho and Affiliates. With respect to its Commitment, the Credit Extensions made by it and any Note issued to it, Mizuho 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; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Mizuho in its individual capacity. Mizuho 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 Mizuho were not the Agent and without any duty to account therefor to the Lenders.
SECTION 7.04    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 7.05    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, 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 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 7.06    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.
SECTION 7.07    Syndication Agent. The Lender identified in this Agreement as the Syndication Agent shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, such Lender shall not have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to such Lender as it makes with respect to the Agent in Section 7.04.
ARTICLE VIII:     MISCELLANEOUS
SECTION 8.01    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.
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 8.02    Notices, Etc.
(a)    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 Harborside Financial Center, 1800 Plaza Ten, Jersey City, NJ 07311 Attention: Berta Caballero – Agency/Bilateral Loan Administration Unit, Reference: DTE Electric Company and for compliance reporting, at E‑mail: berta.caballero@mizuhogroup.com and lau_agent@mizuhogroup.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.
(b)    (i) 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 in an electronic/soft medium in a format acceptable to the Agent to berta.caballero@mizuhogroup.com and lau_agent@mizuhogroup.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 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.
(i)    The Agent agrees that the receipt of the Communications by the Agent at its e‑mail 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 e‑mail 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 e‑mail 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 e‑mail address. Each Lender agrees that e‑mail 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 e‑mail address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e‑mail address.
(ii)    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 e‑mail 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 e‑mail 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 e‑mail 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 and such Lender, as applicable, and the Borrower.
(iii)    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 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.
(iv)    This clause (b) shall terminate on the date that neither Mizuho nor any of its Affiliates is the Agent under this Agreement.
SECTION 8.03    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 8.04    Costs and Expenses; Damage Waiver. (a) 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 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).
(a)    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.
(b)    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.
(c)    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.
(d)    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.
(e)    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 8.05    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(b) 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 setoff. Each Lender agrees promptly to notify the Agent and 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 8.06    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 8.07    Assignments, Designations and Participations. (a) 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 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).
(a)    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.
(b)    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 Outstanding Credit Exposure assumed by it pursuant to such Assignment and Assumption and, if the assigning Lender has retained an 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 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 effective date of such Assignment and Assumption and shall otherwise be in substantially the form of Exhibit A hereto.
(c)    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 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.
(d)    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 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 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 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.
(e)    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.
(f)    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.
(g)    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 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.
(h)    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 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.
(i)    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.
(j)    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 8.08    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 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 8.09    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 8.10    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 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 this

Agreement or in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby (other than in connection with a written confirmation of a Notice of Borrowing as set forth in Section 2.02) shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other Electronic Signatures (including, without limitation, DocuSign and AdobeSign). ), deliveries or the keeping of records in electronic form (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means), 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 fullest 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 or the Uniform Commercial Code.
SECTION 8.11    Jurisdiction, Etc. (a) 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.
(a)    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 8.12    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 8.13    USA Patriot Act Notification. The following notification is provided to the Borrower pursuant to Section 326 of the PATRIOT Act:
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 8.14    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 8.15    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 Agents and the Arranger are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agents 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 Agents, 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 Agents, 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 Agents, 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 Agents 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 Agents, 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 8.16    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 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:
(a)    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
(b)    the effects of any Bail-In Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    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
(iii)    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 8.17    Lender ERISA Matters.
(a)    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:
(i)    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;
(ii)    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;
(iii)    (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
(iv)    such other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion, and such Lender.
(b)    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







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 ELECTRIC COMPANY
By    /s/Edward J. Solomon        
Name: Edward J. Solomon
Title: Assistant Treasurer
Borrower’s FEIN: 38-0478650

Signature Page to
DTE Electric Company
Term Loan Credit Agreement



Lenders
MIZUHO BANK, LTD., as Agent and as a Lender
By:    /s/Edward Sacks        
Name: Edward Sacks
Title: Authorized Signatory

Signature Page to
DTE Electric Company
Term Loan Credit Agreement



FIFTH THIRD BANK, as Syndication Agent and a a Lender
By:    /s/William Merritt        
Name: William Merritt
Title: Director II

FIFTH THIRD BANK, as Syndication Agent and a Lender
By:            
Name:
Title:

SCHEDULE I
DTE ELECTRIC COMPANY
LENDER COMMITMENTS
Name of Initial Lender
Commitment
Mizuho Bank, Ltd.
$100,000,000
Fifth Third Bank
$100,000,000
TOTAL
$200,000,000




EXHIBIT A - FORM OF NOTE
U.S.$    
Dated:    20,__

FOR VALUE RECEIVED, the undersigned, DTE ELECTRIC 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.$[amount of the Lender’s Commitment in figures] 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 April 16, 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 Mizuho Bank, Ltd., 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 Mizuho Bank, Ltd., as Agent, at Harborside Financial Center, 1800 Plaza Ten, Jersey City, NJ 07311, ABA Number: 026 004 307, Account No.: H79-740-005344, Reference: DTE Electric Company, 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 ELECTRIC COMPANY
By:            
Title:

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

EXHIBIT B - FORM OF NOTICE OF BORROWING
Mizuho Bank, Ltd. as Agent for the Lenders parties
to the Credit Agreement referred to below
Harborside Financial Center
1800 Plaza Ten
Jersey City, NJ 07311
Attention: Berta Caballero – Agency/Bilateral Loan Administration Unit

[Date]
Ladies and Gentlemen:
The undersigned, DTE ELECTRIC COMPANY, refers to the Term Loan Credit Agreement dated as of April 16, 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 Mizuho Bank, Ltd., 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]


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 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]]
3.    Borrower(s):    DTE Electric Company    
4.
Administrative Agent:    Mizuho Bank, Ltd., as the administrative agent under the Credit Agreement
5.
Credit Agreement:    The Term Loan Credit Agreement dated as of April 16, 2020 among DTE Electric Company, the Lenders parties thereto, Mizuho Bank, Ltd., as Administrative Agent, and the other agents parties thereto
6.    Assigned Interest:
Aggregate Amount of Advances for all Lenders
Amount of Advances Assigned
Percentage Assigned of Advances
$
$
%
$
$
%
$
$
%

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:
MIZUHO BANK, LTD., as Administrative Agent
By:         

Title:

Consented to:
DTE ELECTRIC COMPANY
By:        

    Title:


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.

EXHIBIT D - FORM OF CERTIFICATE BY BORROWER
DTE ELECTRIC COMPANY
OFFICER’S CERTIFICATE
I, Edward Solomon, Assistant Treasurer of DTE ELECTRIC COMPANY (“DTE Electric” or the “Borrower”), DO HEREBY CERTIFY, pursuant to Section 3.01 of the Term Loan Credit Agreement (the “Credit Agreement”), dated as of April 16, 2020, among DTE Electric, the financial institutions from time to time parties thereto as “Lenders” and Mizuho Bank, Ltd. (“Mizuho”), 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 April 16, 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 ___ day of April, 2020.
DTE ELECTRIC COMPANY
By: _______________________________
Name: Edward Solomon
Title: Assistant Treasurer


EXHIBIT E-1 - FORM OF
OPINION OF COUNSEL TO THE BORROWER
April 16, 2020
To each of the Lenders party to the
Credit Agreement defined below
DTE Electric 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 April 16, 2020, among DTE Electric Company (the “Borrower”), the financial institutions from time to time parties thereto as “Lenders” and Mizuho Bank, Ltd. (the “Agent”), as agent for said Lenders. Terms defined in the Credit Agreement are used herein as therein defined.
I am the General Counsel of DTE Electric Company 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, except the order of the Federal Energy Regulatory Commission, which has been obtained.
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,

EXHIBIT E-2 - FORM OF
OPINION OF HUNTON ANDREWS KURTH LLP
[ATTACHED]


Signature Page to
DTE Electric Company
Term Loan Credit Agreement


EXHIBIT F - FORM OF
COMPLIANCE CERTIFICATE
COMPLIANCE CERTIFICATE
To:
The Lenders parties to the
Credit Agreement Described Below
This Compliance Certificate is furnished pursuant to that certain Term Loan Credit Agreement, dated as of April 16, 2020 (as amended or modified from time to time, the “Agreement”) among DTE Electric Company, a Michigan corporation (the “Borrower”), the lenders parties thereto, and Mizuho Bank, Ltd., 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 ELECTRIC COMPANY
By             
Name:
Title:







SCHEDULE 1 TO COMPLIANCE CERTIFICATE
Compliance as of _________, ____ with
Provisions of Section 5.01(h) of
the 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:
-$
 
(vii) Plus: Capital lease obligations:
+$
 
(viii) Plus: Guaranty Obligations of Funded Debt of other Persons:
+$
 
(ix) Numerator: (A)(i) minus (A)(ii) through (A)(v) plus (A)(vi) plus (A)(vii):
$
(B)
Denominator (Capitalization):
 
 
(i) Total Funded Debt: (A)(viii)
$
 
(ii) Plus: Consolidated Net Worth:
+$
 
(iii) Denominator: (B)(i) plus (B)(ii):
$
(C)
State whether the ratio of (A)(viii) to (B)(iii) was not greater than 0.65:1:

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



EXHIBIT G – [RESERVED]


EXHIBIT H - FORM OF
CONVERSION NOTICE
Mizuho Bank, Ltd., as Agent for the Lenders parties
to the Credit Agreement referred to below
Harborside Financial Center
1800 Plaza Ten
Jersey City, NJ 07311
Attention: Berta Caballero – Agency/Bilateral Loan Administration Unit

CONVERSION NOTICE
Dated ____________ ____, 20___
Reference is made to that certain Term Loan Credit Agreement, dated as of April 16, 2020 (as amended or modified from time to time, the “Credit Agreement”) among DTE Electric Company, a Michigan corporation (the “Borrower”), the lenders parties thereto (the “Lenders”), and Mizuho Bank, Ltd., 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 ELECTRIC COMPANY, as the Borrower
By:                
Title:                

EXHIBIT I - FORM OF
PREPAYMENT NOTICE
Mizuho Bank, Ltd., as Agent for the Lenders parties
to the Credit Agreement referred to below
Harborside Financial Center
1800 Plaza Ten
Jersey City, NJ 07311
Attention: Berta Caballero – Agency/Bilateral Loan Administration Unit

PREPAYMENT NOTICE
Dated ____________ ____, 20___
Reference is made to that certain Term Loan Credit Agreement, dated as of April 8, 2020 (as amended or modified from time to time, the “Credit Agreement”) among DTE Electric Company, a Michigan corporation (the “Borrower”), the lenders parties thereto (the “Lenders”), and Mizuho Bank, Ltd., 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 ELECTRIC COMPANY, as the Borrower
By:            
Title:            





 EX-31.177 11 a20200331ex31177.htm CHIEF EXECUTIVE OFFICER SECTION 302 FORM 10-Q CERTIFICATION - DTE ENERGY Exhibit


Exhibit 31.177
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:
April 28, 2020
Gerardo Norcia
President and Chief Executive Officer of DTE Energy Company
 
 
 



EX-31.178 12 a20200331ex31178.htm CHIEF FINANCIAL OFFICER SECTION 302 FORM 10-Q CERTIFICATION - DTE ENERGY Exhibit


Exhibit 31.178
FORM 10-Q CERTIFICATION
I, Peter B. Oleksiak, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of DTE Energy Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/S/ PETER B. OLEKSIAK
Date:
April 28, 2020
Peter B. Oleksiak
Senior Vice President and
Chief Financial Officer of DTE Energy Company
 
 



 EX-31.179 13 a20200331ex31179.htm CHIEF EXECUTIVE OFFICER SECTION 302 FORM 10-Q CERTIFICATION - DTE ELECTRIC Exhibit


Exhibit 31.179
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:  
April 28, 2020
Gerardo Norcia
President and Chief Executive Officer of DTE Electric Company
 
 



 EX-31.180 14 a20200331ex31180.htm CHIEF FINANCIAL OFFICER SECTION 302 FORM 10-Q CERTIFICATION - DTE ELECTRIC Exhibit


Exhibit 31.180
FORM 10-Q CERTIFICATION
I, Peter B. Oleksiak, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of DTE Electric Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/S/ PETER B. OLEKSIAK
Date:  
April 28, 2020
Peter B. Oleksiak
Senior Vice President and
Chief Financial Officer of DTE Electric Company
 
 



 EX-32.177 15 a20200331ex32177.htm CHIEF EXECUTIVE OFFICER SECTION 906 FORM 10-Q CERTIFICATION - DTE ENERGY Exhibit


Exhibit 32.177
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 March 31, 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:
April 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.



 EX-32.178 16 a20200331ex32178.htm CHIEF FINANCIAL OFFICER SECTION 302 FORM 10-Q CERTIFICATION - DTE ENERGY Exhibit


Exhibit 32.178
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 March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter B. Oleksiak, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:
April 28, 2020
/S/ PETER B. OLEKSIAK
 
 
Peter B. Oleksiak
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.



EX-32.179 17 a20200331ex32179.htm CHIEF EXECUTIVE OFFICER SECTION 906 FORM 10-Q CERTIFICATION - DTE ELECTRIC Exhibit


Exhibit 32.179
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 March 31, 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:
April 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.



EX-32.180 18 a20200331ex32180.htm CHIEF FINANCIAL OFFICER SECTION 906 FORM 10-Q CERTIFICATION - DTE ELECTRIC Exhibit


Exhibit 32.180
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 March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter B. Oleksiak, certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:
April 28, 2020
/S/ PETER B. OLEKSIAK
 
 
 
Peter B. Oleksiak
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.



EX-101.SCH 19 dte-20200331.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2104100 - Disclosure - Acquisitions link:presentationLink link:calculationLink link:definitionLink 2404402 - Disclosure - Acquisitions (Details Textuals) link:presentationLink link:calculationLink link:definitionLink 2404404 - Disclosure - Acquisitions (Purchase Price Allocation - Electric Segment Acquisition) (Details) link:presentationLink link:calculationLink link:definitionLink 2404405 - Disclosure - Acquisitions (Purchase Price Allocation - Gas Storage and Pipelines Segment Acquisition) (Details) link:presentationLink link:calculationLink link:definitionLink 2404403 - Disclosure - Acquisitions (Purchase Price Allocation - Power and Industrial Segment Acquisition) (Details) link:presentationLink link:calculationLink link:definitionLink 2304301 - Disclosure - Acquisitions (Tables) link:presentationLink link:calculationLink link:definitionLink 2118100 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 2418401 - Disclosure - Commitments and Contingencies (Details Textuals) link:presentationLink link:calculationLink link:definitionLink 1008000 - Statement - Consolidated Statements of Cash Flows (Unaudited) link:presentationLink link:calculationLink link:definitionLink 1009000 - Statement - Consolidated Statements of Changes in Equity (Unaudited) link:presentationLink link:calculationLink link:definitionLink 1009501 - Statement - Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1004000 - Statement - Consolidated Statements of Comprehensive Income (Unaudited) link:presentationLink link:calculationLink link:definitionLink 1004001 - Statement - Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) link:presentationLink link:calculationLink link:definitionLink 1007000 - Statement - Consolidated Statements of Financial Position (Unaudited) link:presentationLink link:calculationLink link:definitionLink 1007501 - Statement - Consolidated Statements of Financial Position (Unaudited) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1001000 - Statement - Consolidated Statements of Operations (Unaudited) link:presentationLink link:calculationLink link:definitionLink 0001000 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 2111100 - Disclosure - Earnings Per Share link:presentationLink link:calculationLink link:definitionLink 2411402 - Disclosure - Earnings Per Share (Details) link:presentationLink link:calculationLink link:definitionLink 2311301 - Disclosure - Earnings Per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 2112100 - Disclosure - Fair Value link:presentationLink link:calculationLink link:definitionLink 2412402 - Disclosure - Fair Value (Assets and Liabilities Recorded at Fair Value on a Recurring Basis) (Details) link:presentationLink link:calculationLink link:definitionLink 2412402 - Disclosure - Fair Value (Assets and Liabilities Recorded at Fair Value on a Recurring Basis) (Details) link:presentationLink link:calculationLink link:definitionLink 2412403 - Disclosure - Fair Value (Details Textuals) link:presentationLink link:calculationLink link:definitionLink 2412409 - Disclosure - Fair Value (Fair Value and Unrealized Gains and Losses for the Nuclear Decommissioning Trust Funds) (Details) link:presentationLink link:calculationLink link:definitionLink 2412410 - Disclosure - Fair Value Fair Value (Fair Value of Fixed Income Securities Held in Nuclear Decommissioning Trust Funds (Details) link:presentationLink link:calculationLink link:definitionLink 2412406 - Disclosure - Fair Value (Fair Value of Financial Instruments) (Details) link:presentationLink link:calculationLink link:definitionLink 2412407 - Disclosure - Fair Value (Fair Value of Nuclear Decommissioning Trust Fund Assets) (Details) link:presentationLink link:calculationLink link:definitionLink 2412408 - Disclosure - Fair Value (Gains and Losses and Proceeds from the Sale of Securities by the Nuclear Decommissioning Trust Funds) (Details) link:presentationLink link:calculationLink link:definitionLink 2412404 - Disclosure - Fair Value (Reconciliation of Level 3 Assets and Liabilities at Fair Value on a Recurring Basis) (Details) link:presentationLink link:calculationLink link:definitionLink 2312301 - Disclosure - Fair Value (Tables) link:presentationLink link:calculationLink link:definitionLink 2412405 - Disclosure - Fair Value (Unobservable Inputs related to Level 3 Assets and Liabilities) (Details) link:presentationLink link:calculationLink link:definitionLink 2113100 - Disclosure - Financial and Other Derivative Instruments link:presentationLink link:calculationLink link:definitionLink 2413408 - Disclosure - Financial and Other Derivative Instruments (Cumulative Gross Volume of Derivative Contracts Outstanding) (Details) link:presentationLink link:calculationLink link:definitionLink 2413403 - Disclosure - Financial and Other Derivative Instruments (Details Textuals) link:presentationLink link:calculationLink link:definitionLink 2413407 - Disclosure - Financial and Other Derivative Instruments (Effect of Derivatives not Designated as Hedging Instruments on the Consolidated Statement of Operations) (Details) link:presentationLink link:calculationLink link:definitionLink 2413402 - Disclosure - Financial and Other Derivative Instruments (Fair Value of Derivative Instruments) (Details) link:presentationLink link:calculationLink link:definitionLink 2413404 - Disclosure - Financial and Other Derivative Instruments (Net Cash Collateral Offsetting Arrangements) (Details) link:presentationLink link:calculationLink link:definitionLink 2413405 - Disclosure - Financial and Other Derivative Instruments (Netting Offsets of Derivative Assets and Liabilities) (Details) link:presentationLink link:calculationLink link:definitionLink 2413406 - Disclosure - Financial and Other Derivative Instruments (Netting Offsets Reconciliation to Balance Sheet) (Details) link:presentationLink link:calculationLink link:definitionLink 2313301 - Disclosure - Financial and Other Derivative Instruments (Tables) link:presentationLink link:calculationLink link:definitionLink 2117100 - Disclosure - Leases link:presentationLink link:calculationLink link:definitionLink 2417403 - Disclosure - Leases (Components of Net Investment in Finance Leases) (Details) link:presentationLink link:calculationLink link:definitionLink 2417403 - Disclosure - Leases (Components of Net Investment in Finance Leases) (Details) link:presentationLink link:calculationLink link:definitionLink 2417402 - Disclosure - Leases (Details Textuals) link:presentationLink link:calculationLink link:definitionLink 2417404 - Disclosure - Leases (Lease Income Associated with Operating Leases) (Details) link:presentationLink link:calculationLink link:definitionLink 2317301 - Disclosure - Leases (Tables) link:presentationLink link:calculationLink link:definitionLink 2114100 - Disclosure - Long-Term Debt link:presentationLink link:calculationLink link:definitionLink 2414403 - Disclosure - Long-Term Debt (Details Textuals) link:presentationLink link:calculationLink link:definitionLink 2414404 - Disclosure - Long-Term Debt (Schedule of Debt Redeemed) (Details) link:presentationLink link:calculationLink link:definitionLink 2414402 - Disclosure - Long-Term Debt (Schedule of Issued Debt) (Details) link:presentationLink link:calculationLink link:definitionLink 2314301 - Disclosure - Long-Term Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 2103100 - Disclosure - New Accounting Pronouncements link:presentationLink link:calculationLink link:definitionLink 2101100 - Disclosure - Organization and Basis of Presentation link:presentationLink link:calculationLink link:definitionLink 2401403 - Disclosure - Organization and Basis of Presentation (Consolidated Variable Interest Entities) (Details) link:presentationLink link:calculationLink link:definitionLink 2401402 - Disclosure - Organization and Basis of Presentation (Details Textuals) link:presentationLink link:calculationLink link:definitionLink 2401404 - Disclosure - Organization and Basis of Presentation (Non-Consolidated Variable Interest Entities) (Details) link:presentationLink link:calculationLink link:definitionLink 2301301 - Disclosure - Organization and Basis of Presentation (Tables) link:presentationLink link:calculationLink link:definitionLink 2110100 - Disclosure - Regulatory Matters link:presentationLink link:calculationLink link:definitionLink 2410401 - Disclosure - Regulatory Matters (Details Textuals) link:presentationLink link:calculationLink link:definitionLink 2119100 - Disclosure - Retirement Benefits and Trusteed Assets link:presentationLink link:calculationLink link:definitionLink 2419402 - Disclosure - Retirement Benefits and Trusteed Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2419403 - Disclosure - Retirement Benefits and Trusteed Assets (Details Textuals) link:presentationLink link:calculationLink link:definitionLink 2319301 - Disclosure - Retirement Benefits and Trusteed Assets (Tables) link:presentationLink link:calculationLink link:definitionLink 2105100 - Disclosure - Revenue link:presentationLink link:calculationLink link:definitionLink 2405403 - Disclosure - Revenue (Deferred Revenue) (Details) link:presentationLink link:calculationLink link:definitionLink 2405402 - Disclosure - Revenue (Disaggregation of Revenue) (Details) link:presentationLink link:calculationLink link:definitionLink 2405404 - Disclosure - Revenue (Expected Recognition of Deferred Revenue) (Details) link:presentationLink link:calculationLink link:definitionLink 2405405 - Disclosure - Revenue (Expected Timing of Performance Obligation Satisfaction) (Details) link:presentationLink link:calculationLink link:definitionLink 2305301 - Disclosure - Revenue (Tables) link:presentationLink link:calculationLink link:definitionLink 2120100 - Disclosure - Segment and Related Information link:presentationLink link:calculationLink link:definitionLink 2420402 - Disclosure - Segment and Related Information (Details Textuals) link:presentationLink link:calculationLink link:definitionLink 2420403 - Disclosure - Segment and Related Information (Financial Data - Inter-segment Billing) (Details) link:presentationLink link:calculationLink link:definitionLink 2420405 - Disclosure - Segment and Related Information (Financial Data - Net Income (Loss) Attributable to DTE Energy by Segment) (Details) link:presentationLink link:calculationLink link:definitionLink 2420404 - Disclosure - Segment and Related Information (Financial Data - Operating Revenues including Inter-segment Revenues) (Details) link:presentationLink link:calculationLink link:definitionLink 2320301 - Disclosure - Segment and Related Information (Tables) link:presentationLink link:calculationLink link:definitionLink 2115100 - Disclosure - Short-Term Credit Arrangements and Borrowings link:presentationLink link:calculationLink link:definitionLink 2415403 - Disclosure - Short-Term Credit Arrangements and Borrowings (Details) link:presentationLink link:calculationLink link:definitionLink 2415402 - Disclosure - Short-Term Credit Arrangements and Borrowings (Details Textuals) link:presentationLink link:calculationLink link:definitionLink 2315301 - Disclosure - Short-Term Credit Arrangements and Borrowings (Tables) link:presentationLink link:calculationLink link:definitionLink 2102100 - Disclosure - Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 2402404 - Disclosure - Significant Accounting Policies (Details Textuals) link:presentationLink link:calculationLink link:definitionLink 2402406 - Disclosure - Significant Accounting Policies (Financing Receivables Classified by Internal Grade of Credit Risk) (Details) link:presentationLink link:calculationLink link:definitionLink 2402405 - Disclosure - Significant Accounting Policies (Income Taxes) (Details) link:presentationLink link:calculationLink link:definitionLink 2402403 - Disclosure - Significant Accounting Policies (Other Income) (Details) link:presentationLink link:calculationLink link:definitionLink 2202201 - Disclosure - Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 2402407 - Disclosure - Significant Accounting Policies (Roll-Forward of Activity for Financing Receivables Credit Loss Reserves) (Details) link:presentationLink link:calculationLink link:definitionLink 2302302 - Disclosure - Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 20 dte-20200331_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 21 dte-20200331_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 22 dte-20200331_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Defined Benefit Plan [Abstract] Schedule of Defined Benefit Plans Disclosures [Table] Schedule of Defined Benefit Plans Disclosures [Table] Retirement Plan Type [Axis] Retirement Plan Type [Axis] Retirement Plan Type [Domain] Retirement Plan Type [Domain] Pension Benefits Pension Plan [Member] Other Postretirement Benefits Other Postretirement Benefits Plan [Member] Legal Entity [Axis] Legal Entity [Axis] Entity [Domain] Entity [Domain] DTE Electric DTE Electric [Member] DTE Electric Legal Entity Defined Benefit Plan Disclosure [Line Items] Defined Benefit Plan Disclosure [Line Items] Service cost Defined Benefit Plan, Service Cost Interest cost Defined Benefit Plan, Interest Cost Expected return on plan assets Defined Benefit Plan, Expected Return (Loss) on Plan Assets Amortization of net actuarial loss Defined Benefit Plan, Amortization of Gain (Loss) Amortization of prior service credit Defined Benefit Plan, Amortization of Prior Service Cost (Credit) Net periodic benefit cost (credit) Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Fair Value Disclosures [Abstract] Unobservable Inputs Valuation Techniques [Table] Fair Value Measurement Inputs and Valuation Techniques [Table] Measurement Input Type [Axis] Measurement Input Type [Axis] Measurement Input Type [Domain] Measurement Input Type [Domain] Forward basis price Measurement Input, Commodity Forward Price [Member] Derivative Instrument [Axis] Derivative Instrument [Axis] Derivative Contract [Domain] Derivative Contract [Domain] Natural gas Natural Gas Commodity Contract [Member] Natural Gas Commodity Contract [Member] Electricity Electricity Commodity Contract [Member] Electricity Commodity Contract [Member] Statistical Measurement [Axis] Statistical Measurement [Axis] Statistical Measurement [Domain] Statistical Measurement [Domain] Minimum Minimum [Member] Maximum Maximum [Member] Weighted Average Weighted Average [Member] Measurement Frequency [Axis] Measurement Frequency [Axis] Measurement Frequency [Domain] Measurement Frequency [Domain] Recurring Fair Value, Recurring [Member] Valuation Approach and Technique [Axis] Valuation Approach and Technique [Axis] Valuation Approach and Technique [Domain] Valuation Approach and Technique [Domain] Discounted Cash Flow Valuation Technique, Discounted Cash Flow [Member] Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Fair Value, Measurements, Fair Value Hierarchy [Domain] Fair Value Hierarchy and NAV [Domain] Level 3 Fair Value, Inputs, Level 3 [Member] Unobservable Inputs Valuation Techniques [Line Items] Fair Value Measurement Inputs and Valuation Techniques [Line Items] Derivative Assets Derivative Asset, Fair Value, Gross Asset Derivative Liabilities Derivative Liability, Fair Value, Gross Liability Forward basis price Derivative Asset (Liability) Net, Measurement Input Derivative Instruments and Hedging Activities Disclosure [Abstract] Derivative [Table] Derivative [Table] Balance Sheet Location [Axis] Balance Sheet Location [Axis] Balance Sheet Location [Domain] Balance Sheet Location [Domain] Current derivative assets Current Derivative Asset [Member] Current Derivative Asset [Member] Noncurrent derivative assets Noncurrent Derivative Asset [Member] Noncurrent Derivative Asset [Member] Current derivative liabilities Current Derivative Liability [Member] Current Derivative Liability [Member] Noncurrent derivative liabilities Noncurrent Derivative Liability [Member] Noncurrent Derivative Liability [Member] Derivative [Line Items] Derivative [Line Items] Derivative Assets Derivative Asset [Abstract] Counterparty netting Derivative Asset, Fair Value, Gross Liability Collateral adjustment Derivative Asset, Collateral, Obligation to Return Cash, Offset Derivative assets, current Derivative Asset, Current Derivative assets, noncurrent Derivative Asset, Noncurrent Derivative Liabilities Derivative Liability [Abstract] Counterparty netting Derivative Liability, Fair Value, Gross Asset Collateral adjustment Derivative Liability, Collateral, Right to Reclaim Cash, Offset Derivative liabilities, current Derivative Liability, Current Derivative liabilities, noncurrent Derivative Liability, Noncurrent Business Combinations [Abstract] Acquisitions Business Combination Disclosure [Text Block] Schedule of Business Acquisitions, by Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] DTE Sustainable Generation DTE Sustainable Generation [Member] DTE Sustainable Generation [Member] Segments [Axis] Segments [Axis] Segments [Domain] Segments [Domain] Electric Electric [Member] Electric [Member] Business Acquisition [Axis] Business Acquisition [Axis] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Heritage Sustainable Energy, Renewable Energy Project Heritage Sustainable Energy, Renewable Energy Project One [Member] Heritage Sustainable Energy, Renewable Energy Project One [Member] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Contract intangibles Customer Contracts [Member] Business Acquisition [Line Items] Business Acquisition [Line Items] Contract intangibles Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles Property, plant, and equipment, net Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment Working capital Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets (Liabilities), Net Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets (Liabilities), Net Total Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Statement of Financial Position [Abstract] Statement [Table] Statement [Table] Statement [Line Items] Statement [Line Items] Allowance for doubtful accounts Accounts Receivable, Allowance for Credit Loss, Current Shareholder’s Equity Equity [Abstract] Par value (in dollars per share) Common Stock, Par or Stated Value Per Share Common stock, shares authorized (in shares) Common Stock, Shares Authorized Common stock, shares issued (in shares) Common Stock, Shares, Issued Common stock, shares outstanding (in shares) Common Stock, Shares, Outstanding Debt Securities, Available-for-sale [Table] Debt Securities, Available-for-sale [Table] Financial Instrument [Axis] Financial Instrument [Axis] Financial Instruments [Domain] Financial Instruments [Domain] Fixed income securities Fixed Income Securities [Member] Asset Class [Axis] Asset Class [Axis] Asset Class [Domain] Asset Class [Domain] Nuclear decommissioning trust fund Nuclear Decommissioning Trust Fund [Member] Nuclear Decommissioning Trust Fund [Member] Debt Securities, Available-for-sale [Line Items] Debt Securities, Available-for-sale [Line Items] Due within one year Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, within One Year, Fair Value Due after one through five years Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, after One Through Five Years, Fair Value Due after five through ten years Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, after Five Through Ten Years, Fair Value Due after ten years Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, after 10 Years, Fair Value Available-for-sale securities total Debt Securities, Available-for-sale Commitments and Contingencies Disclosure [Abstract] Loss Contingencies [Table] Loss Contingencies [Table] Environmental Remediation Contingency [Axis] Environmental Remediation Contingency [Axis] Environmental Remediation Contingency [Domain] Environmental Remediation Contingency [Domain] Reduction of Carbon Emissions by Early 2020s Reduction of Carbon Emissions by Early 2020s [Member] Reduction of Carbon Emissions by Early 2020s [Member] Reduction of Carbon Emissions by 2030 Reduction of Carbon Emissions by 2030 [Member] Reduction of Carbon Emissions by 2030 [Member] Reduction of Carbon Emissions by 2040 Reduction of Carbon Emissions by 2040 [Member] Reduction of Carbon Emissions by 2040 [Member] Reduction of Carbon Emissions by 2050 Reduction of Carbon Emissions by 2050 [Member] Reduction of Carbon Emissions by 2050 [Member] Coal Combustion Residual Rule Coal Combustion Residual Rule [Member] Coal Combustion Residual Rule [Member] DTE Gas DTE Gas [Member] DTE Gas [Member] NEXUS NEXUS [Member] NEXUS [Member] Environmental Remediation Site [Axis] Environmental Remediation Site [Axis] Environmental Remediation Site [Domain] Environmental Remediation Site [Domain] Clean up completed and site closed Clean Up Completed and Site Closed [Member] Clean Up Completed and Site Closed [Member] Partial closure complete Partial Closure Complete [Member] Partial Closure Complete [Member] Guarantor Obligations, Nature [Axis] Guarantor Obligations, Nature [Axis] Guarantor Obligations, Nature [Domain] Guarantor Obligations, Nature [Domain] Synthetic fuel Synthetic Fuel [Member] Synthetic Fuel [Member] Reduced emissions fuel guarantees Reduced Emissions Fuel Guarantees [Member] Reduced Emissions Fuel Guarantees [Member] NEXUS pipeline NEXUS Pipeline [Member] NEXUS Pipeline [Member] Other guarantees Guarantee Type, Other [Member] Performance surety bonds Surety Bond [Member] Counterparty Name [Axis] Counterparty Name [Axis] Counterparty Name [Domain] Counterparty Name [Domain] Texas Eastern Transmission, LP Texas Eastern Transmission, LP [Member] Texas Eastern Transmission, LP [Member] Vector Vector [Member] Vector [Member] Pacific Gas and Electric Corporation Pacific Gas and Electric Corporation [Member] Pacific Gas and Electric Corporation [Member] Class of Financing Receivable [Axis] Class of Financing Receivable [Axis] Class of Financing Receivable [Domain] Class of Financing Receivable [Domain] Revolving Term Credit Facility Unfunded Loan Commitment [Member] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Workforce subject to collective bargaining arrangements Workforce Subject to Collective Bargaining Arrangements [Member] Concentration Risk Type [Axis] Concentration Risk Type [Axis] Concentration Risk Type [Domain] Concentration Risk Type [Domain] Labor force concentration risk Labor Force Concentration Risk [Member] Power and Industrial Projects Power and Industrial Projects [Member] Power and Industrial Projects [Member] Loss Contingencies [Line Items] Loss Contingencies [Line Items] Number of power plants in violation EPA is Alleging Power Plants Violated New Source Performance Standards EPA is Alleging Power Plants Violated New Source Performance Standards Number of NOVs/FOVs Number of NOVs Number of NOVs Commitment to reduce carbon emissions, percentage Environmental Contingencies, Goal to reduce Carbon Emissions, Percentage Environmental Contingencies, Goal to reduce Carbon Emissions, Percentage Goal of net carbon emissions, percentage Environmental Contingencies, Goal for Net Carbon Emissions (Carbon Removal), Percent Environmental Contingencies, Goal for Net Carbon Emissions (Carbon Removal), Percent Environmental capital expenditures through prior year end Environmental Capital Expenditures Through Prior Year End Environmental Capital Expenditures Through Prior Year End Number of former MGP sites Number Of Former Mgp Sites Number Of Former Mgp Sites Accrued for remediation Accrual for Environmental Loss Contingencies, Gross Number of permitted engineered ash storage facilities owned Number of Permitted Engineered Ash Storage Facilities Owned Number of Permitted Engineered Ash Storage Facilities Owned Estimated impact of the current rule Loss Contingency, Estimate of Possible Loss Amortization period (in years) Period Gas Utility Can Amortize Mgp Costs Period Gas Utility Can Amortize Mgp Costs Number of days after expiration of statutes of limitations Guarantor Obligations, Term after Expiration of Statutes of Limitations Guarantor Obligations, Term after Expiration of Statutes of Limitations Maximum potential liability Guarantor Obligations, Maximum Exposure, Undiscounted Agreement term Guarantor Obligations, Agreement Term Guarantor Obligations, Agreement Term Percentage of payment obligations due Guarantor Obligations, Maximum Percentage Exposure Guarantor Obligations, Maximum Percentage Exposure Guarantee termination, minimum threshold, period following end of primary term of capacity lease agreements Guarantor Obligations, Termination Date, Minimum Threshold, Period Following End of Primary Term of Capacity Lease Agreements Guarantor Obligations, Termination Date, Minimum Threshold, Period Following End of Primary Term of Capacity Lease Agreements Performance bonds outstanding Guarantor Obligations, Current Carrying Value Revolving term credit facility amount Loans and Leases Receivable, Gross Maximum potential payments under line of credit Loans and Leases Receivable, Maximum Potential Liability Loans and Leases Receivable, Maximum Potential Liability Number of employees Entity Number of Employees Estimated utility capital expenditures, expenditures for non-utility businesses, and contributions to equity method investees Estimated Capital Expenditures and Contributions To Equity Method Investees Estimated Capital Expenditures and Contributions To Equity Method Investees Number of generating plants operated with ownership interest held Property, Plant and Equipment, Generation Facility, Number of Plants Property, Plant and Equipment, Generation Facility, Number of Plants Long-lived assets used in producing electric output for sale Property, Plant and Equipment, Net Operating lease right-of-use assets used in producing electric output for sale Operating Lease, Right-of-Use Asset Equity investments, including note receivable Equity Method Investments and Notes Receivable Equity Method Investments and Notes Receivable Impairment loss Impairment of Long-Lived Assets Held-for-use Other than temporary decline in equity investments Equity Method Investment, Other than Temporary Impairment Statement of Stockholders' Equity [Abstract] Dividends declared on common stock (in dollars per share) Common Stock, Dividends, Per Share, Declared Realized gains Debt Securities, Available-for-sale, Realized Gain Realized losses Debt Securities, Available-for-sale, Realized Loss Proceeds from sale of securities Proceeds from Sale of Debt Securities, Available-for-sale Retirement Benefits and Trusteed Assets Pension and Other Postretirement Benefits Disclosure [Text Block] Short-term Debt [Abstract] Schedule of Short-term Debt [Table] Schedule of Short-term Debt [Table] Consolidated Entities [Axis] Consolidated Entities [Axis] Consolidated Entities [Domain] Consolidated Entities [Domain] DTE Energy Parent Company [Member] Debt Instrument [Axis] Debt Instrument [Axis] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Unsecured Term Loan Executed in March 2020 Unsecured Term Loan, Expiring in March 2021 [Member] Unsecured Term Loan, Expiring in March 2021n [Member] Unsecured Term Loan, Expiring April 2021, Funded April 2020 Unsecured Term Loan One, Expiring April 2021 [Member] April 2020 Unsecured Term Loan One, Expiring April 2021 [Member] Unsecured Term Loan, Expiring April 2021, Unfunded April 2020 Unsecured Term Loan Two, Expiring April 2021 [Member] April 2020 Unsecured Term Loan Two, Expiring April 2021 [Member] Unsecured Term Loan, Expiring April 2021 April 2020 Unsecured Term Loan, Expiring April 2021 [Member] April 2020 Unsecured Term Loan, Expiring April 2021 [Member] Other outstanding letters of credit Other outstanding letters of credit [Member] Other outstanding letters of credit [Member] Credit Facility [Axis] Credit Facility [Axis] Credit Facility [Domain] Credit Facility [Domain] Unsecured term loan Unsecured Debt [Member] Letters of credit Letter of Credit [Member] Demand financing agreement Demand Financing Agreement [Member] Demand Financing Agreement [Member] Demand financing agreement plus letter of credit Demand Financing Agreement Plus Letter of Credit [Member] Demand Financing Agreement Plus Letter of Credit [Member] Subsequent Event Type [Axis] Subsequent Event Type [Axis] Subsequent Event Type [Domain] Subsequent Event Type [Domain] Subsequent Event Subsequent Event [Member] Short-term Debt [Line Items] Short-term Debt [Line Items] Face amount of loan Debt Instrument, Face Amount Amount drawn Long-term Debt, Gross Amounts outstanding Long-term Line of Credit Ratio of indebtedness to net capital Ratio of Indebtedness to Net Capital Maximum borrowing capacity, financing agreement Financing Agreement, Maximum Borrowing Capacity Maximum borrowing capacity under the financing agreement without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the agreement. Maximum additional margin financing Maximum Additional Margin Financing Maximum Additional Margin Financing Amount outstanding Financing Agreement, Amount Outstanding Amount borrowed under the financing agreement as of the balance sheet date. Fair Value, by Balance Sheet Grouping [Table] Fair Value, by Balance Sheet Grouping [Table] Measurement Basis [Axis] Measurement Basis [Axis] Fair Value Measurement [Domain] Fair Value Measurement [Domain] Portion at fair value measurement Portion at Fair Value Measurement [Member] Carrying amount Reported Value Measurement [Member] Fair value Estimate of Fair Value Measurement [Member] Level 1 Fair Value, Inputs, Level 1 [Member] Level 2 Fair Value, Inputs, Level 2 [Member] Related Party [Axis] Related Party [Axis] Related Party [Domain] Related Party [Domain] Affiliates Affiliated Entity [Member] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Notes receivable — Other, excluding lessor finance leases Notes Receivable, Fair Value Disclosure Short-term borrowings Short-term Debt, Fair Value Notes payable — Other, excluding lessee finance leases Notes Payable, Fair Value Disclosure Long-term debt Long-term Debt, Fair Value Organization, Consolidation and Presentation of Financial Statements [Abstract] Organization and Basis of Presentation Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Table] Fair Value, Recurring and Nonrecurring [Table] Other Fair Value Measured at Net Asset Value Per Share [Member] Equity securities Equity Securities [Member] Investment Type [Axis] Investment Type [Axis] Investments [Domain] Investments [Domain] Private equity and other Private Equity Funds [Member] Cash equivalents Cash Equivalents [Member] Environmental & Other Environmental and Other Commodity Contract [Member] Environmental and Other Commodity Contract [Member] Foreign currency exchange contracts Foreign Exchange Contract [Member] Derivative assets — FTRs Financial Transmission Rights [Member] Financial Transmission Rights [Member] Current assets Current Asset [Member] Current Asset [Member] Noncurrent assets Noncurrent Asset [Member] Noncurrent Asset [Member] Current liabilities Noncurrent liabilities Cash and cash equivalents Cash and Cash Equivalents [Member] Restricted cash Restricted Cash [Member] Restricted Cash [Member] Other Other Investments [Member] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Assets Assets [Abstract] Cash equivalents Cash and Cash Equivalents, Fair Value Disclosure Nuclear decommissioning trusts Decommissioning Fund Investments, Fair Value Other investments Investments, Fair Value Disclosure Derivative assets Derivative assets, gross Derivative asset, netting Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset Derivative assets, net Derivative Asset Total assets Assets, Fair Value Disclosure Liabilities Liabilities [Abstract] Derivative liabilities Derivative liabilities, gross Derivative liability, netting Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset Derivative liabilities, net Derivative Liability Net Assets at end of period Fair Value, Net Asset (Liability) Net Assets at end of period, netting Derivative Asset (Liability), Fair Value, Gross Liability (Asset) and Obligation to Return Cash and Right to Reclaim Cash, Offset Derivative Asset (Liability), Fair Value, Gross Liability (Asset) and Obligation to Return Cash and Right to Reclaim Cash, Offset Leases [Abstract] Components of Net Investment in Finance Leases Sales-type and Direct Financing Leases, Lease Receivable, Maturity [Table Text Block] Schedule of Lease Income Associated with Operating Leases Operating Lease, Lease Income [Table Text Block] Accounting Policies [Abstract] Significant Accounting Policies [Table] Significant Accounting Policies [Table] Significant Accounting Policies [Table] Adjustments for New Accounting Pronouncements [Axis] Adjustments for New Accounting Pronouncements [Axis] Type of Adoption [Domain] Type of Adoption [Domain] ASU No. 2018-02 Accounting Standards Update 2018-02 [Member] Equity Components [Axis] Equity Components [Axis] Equity Component [Domain] Equity Component [Domain] Accumulated Other Comprehensive Income (Loss) AOCI Attributable to Parent [Member] Retained Earnings Retained Earnings [Member] DTE Electric and DTE Gas DTE Electric and DTE Gas [Member] DTE Electric and DTE Gas [Member] Billing Status, Type [Axis] Billing Status, Type [Axis] Receivables Billing Status [Domain] Receivables Billing Status [Domain] Unbilled Revenues Unbilled Revenues [Member] Significant Accounting Policies [Line Items] Significant Accounting Policies [Line Items] Reclassification of income tax effects Cumulative Effect of New Accounting Principle in Period of Adoption Effective tax rate increase (decrease) Increase (Decrease) in Effective Tax Rate from Prior Year, Percent Increase (Decrease) in Effective Tax Rate from Prior Year, Percent Annual production tax credits Effective Income Tax Rate Reconciliation, Tax Credit, Other, Percent Decrease in stock-based compensation tax benefit Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Percent Amortization of TCJA regulatory liability Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act of 2017, Amortization of Regulatory Liability, Percent Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act of 2017, Amortization of Regulatory Liability, Percent Unrecognized tax benefits Unrecognized Tax Benefits Income tax receivable Income Taxes Receivable AMT credit refund recorded in anticipation of refund from U.S. Treasury Income Taxes Receivable, Alternative Minimum Tax Credit Refund Income Taxes Receivable, Alternative Minimum Tax Credit Refund Unrecognized compensation cost Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount Recognition period (in years) Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition Allocated costs Share-based Payment Arrangement, Expense Receivables due date Receivables Due Date Receivables Due Date Threshold period past due for write-off of trade accounts receivable Threshold Period Past Due for Write-off of Trade Accounts Receivable Specific review of probable future collections based on receivable balances in excess of 90 days Specific Review of Probable Future Collections Based on Receivable Balances in Excess of 90 Days Specific Review of Probable Future Collections Based on Receivable Balances in Excess of 90 Days Notes receivable considered delinquent period Notes Receivable Considered Delinquent Period Notes Receivable Considered Delinquent Period Revenue from Contract with Customer [Abstract] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table] Contract with Customer, Basis of Pricing [Axis] Contract with Customer, Basis of Pricing [Axis] Contract with Customer, Basis of Pricing [Domain] Contract with Customer, Basis of Pricing [Domain] Fixed-price Contract Fixed-price Contract [Member] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] Remaining performance obligation Revenue, Remaining Performance Obligation, Amount Remaining performance obligation, expected timing of satisfaction Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract] Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract] Schedule of Variable Interest Entities Schedule of Variable Interest Entities [Table Text Block] Summary of Amounts for Non-Consolidated Variable Interest Entities Summary Of Amounts For Nonconsolidated Variable Interest Entities Text Block [Table Text Block] Summary Of Amounts For Nonconsolidated Variable Interest Entities Text Block [Table Text Block] Financing Receivable, Credit Quality Indicator [Table] Financing Receivable, Credit Quality Indicator [Table] Notes receivable Notes Receivable [Member] Net investment in leases Finance Lease Receivable [Member] Finance Lease Receivable [Member] Internal Credit Assessment [Axis] Internal Credit Assessment [Axis] Internal Credit Assessment [Domain] Internal Credit Assessment [Domain] Internal grade 1 Internal Grade One [Member] Internal Grade One [Member] Internal grade 2 Internal Grade Two [Member] Internal Grade Two [Member] Financing Receivable, Credit Quality Indicator [Line Items] Financing Receivable, Credit Quality Indicator [Line Items] 2020 Financing Receivable, Originated in Current Fiscal Year 2019 Financing Receivable, Originated in Fiscal Year before Latest Fiscal Year 2018 and prior Financing Receivable, Originated Two or More Years before Latest Fiscal Year Financing Receivable, Originated Two or More Years before Latest Fiscal Year Total Financing Receivable, before Allowance for Credit Loss Contract Liability [Roll Forward] Change In Contract With Customer, Liability, Rollforward [Roll Forward] Change In Contract With Customer, Liability, Rollforward [Roll Forward] Beginning Balance Contract with Customer, Liability Increases due to cash received or receivable, excluding amounts recognized as revenue during the period Contract With Customer, Liability, Increase From Cash Receipts Contract With Customer, Liability, Increase From Cash Receipts Revenue recognized that was included in the deferred revenue balance at the beginning of the period Contract with Customer, Liability, Revenue Recognized Ending Balance Financing Receivable, Allowance for Credit Loss [Table] Financing Receivable, Allowance for Credit Loss [Table] Trade accounts receivable Trade Accounts Receivable [Member] Other receivables Other Financing Receivables [Member] Other Financing Receivables [Member] Financing Receivable, Allowance for Credit Loss [Line Items] Financing Receivable, Allowance for Credit Loss [Line Items] Financing Receivable, Allowance for Credit Loss [Roll Forward] Financing Receivable, Allowance for Credit Loss [Roll Forward] Beginning balance Financing Receivable, Allowance for Credit Loss Current period provision Financing Receivable, Credit Loss, Expense (Reversal) Write-offs charged against allowance Financing Receivable, Allowance for Credit Loss, Writeoff Recoveries of amounts previously written off Financing Receivable, Allowance for Credit Loss, Recovery Ending balance Segment Reporting [Abstract] Number of electric utility customers Number of Electric Utility Customers Number of Electric Utility Customers Number of gas utility customers Number of Gas Utility Customers Number of Gas Utility Customers Disaggregation of Revenue Disaggregation of Revenue [Table Text Block] Summary of Deferred Revenue Activity Contract with Customer, Asset and Liability [Table Text Block] Deferred Revenue Amounts Expected to be Recognized as Revenue in Future Periods Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] Cash collateral recorded in Accounts receivable Derivative, Collateral, Right to Reclaim Cash Cash collateral recorded in Accounts payable Derivative, Collateral, Obligation to Return Cash Total net cash collateral posted (received) Cash Collateral Posted (Received), Net Cash Collateral Posted (Received), Net Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] Gas Gas [Member] Gas [Member] Gas Storage and Pipelines Gas Storage and Pipelines [Member] Gas Storage and Pipelines [Member] Energy Trading Energy Trading [Member] Energy Trading [Member] Contract with Customer, Sales Channel [Axis] Contract with Customer, Sales Channel [Axis] Contract with Customer, Sales Channel [Domain] Contract with Customer, Sales Channel [Domain] Residential Residential [Member] Residential [Member] Commercial Commercial [Member] Commercial [Member] Industrial Industrial [Member] Industrial [Member] Other Other [Member] Other [Member] Gas sales Gas Sales [Member] Gas Sales [Member] End User Transportation End User Transportation [Member] End User Transportation [Member] Intermediate Transportation Intermediate Transportation [Member] Intermediate Transportation [Member] Product and Service [Axis] Product and Service [Axis] Product and Service [Domain] Product and Service [Domain] Alternative Revenue Programs Alternative Revenue Programs [Member] Alternative Revenue Programs [Member] Other Product and Service, Other [Member] Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] Revenues Regulated and Unregulated Operating Revenue Lease revenue outside scope of Topic 606 Operating Lease, Lease Income Gain (loss) on derivative outside scope of Topic 606 Derivative, Gain (Loss) on Derivative, Net Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Table] Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Table] Pension cost Pension Cost (Reversal of Cost) Anticipated contributions, remainder of fiscal year (up to) Defined Benefit Plan, Expected Future Employer Contributions, Remainder of Fiscal Year Fair Value Fair Value Disclosures [Text Block] Reconciliation of Revenue from Segments to Consolidated [Table] Reconciliation of Revenue from Segments to Consolidated [Table] Gas Corporate and Other Corporate and Other [Member] Consolidation Items [Axis] Consolidation Items [Axis] Consolidation Items [Domain] Consolidation Items [Domain] Operating segments Operating Segments [Member] Reconciliation and Eliminations Intersegment Eliminations [Member] Segment Reporting, Revenue Reconciling Item [Line Items] Segment Reporting, Revenue Reconciling Item [Line Items] Operating Revenues — Utility operations Regulated Operating Revenue Operating Revenues — Non-utility operations Unregulated Operating Revenue Operating Revenues Public Utility [Axis] Public Utility [Axis] Utility Plant [Domain] Utility Plant [Domain] Fermi 2 Nuclear Plant [Member] Fermi 1 Nuclear Plant1 [Member] Nuclear Plant1 [Member] Low-level radioactive waste Low Level Radioactive Waste [Member] Low Level Radioactive Waste [Member] Nuclear decommissioning trust funds Decommissioning Fund Investments Income Statement [Abstract] Operating Revenues Revenues [Abstract] Utility operations Non-utility operations Operating Expenses Operating Expenses [Abstract] Fuel, purchased power, and gas — utility Utilities Operating Expense, Products and Services Fuel, purchased power, and gas — non-utility Unregulated Operating Expense, Products and Services Unregulated Operating Expense, Products and Services Operation and maintenance Regulated and Unregulated Operating Expense, Maintenance and Operations Regulated and Unregulated Operating Expense, Maintenance and Operations Operation and maintenance Utilities Operating Expense, Maintenance and Operations Depreciation and amortization Regulated and Unregulated Operating Expense, Depreciation and Amortization Regulated and Unregulated Operating Expense, Depreciation and Amortization Depreciation and amortization Utilities Operating Expense, Depreciation and Amortization Taxes other than income Taxes, Miscellaneous Asset (gains) losses and impairments, net Gain (Loss) on Sale of Assets and Asset Impairment Charges Operating Expenses Costs and Expenses Operating Income Operating Income (Loss) Other (Income) and Deductions Other Nonoperating Income (Expense) [Abstract] Interest expense Interest Expense Interest income Investment Income, Interest Non-operating retirement benefits, net Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component Other income Other Nonoperating Income Other expenses Other Nonoperating Expense Other (Income) and Deductions Nonoperating Income (Expense) Income Before Income Taxes Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Income Tax Expense Income Tax Expense (Benefit) Net Income Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Less: Net Income Attributable to Noncontrolling Interests Net Income (Loss) Attributable to Noncontrolling Interest Net Income Attributable to DTE Energy Company/DTE Electric Company Net Income (Loss) Attributable to Parent Basic Earnings per Common Share Earnings Per Share, Basic [Abstract] Net Income Attributable to DTE Energy Company (in dollars per share) Earnings Per Share, Basic Diluted Earnings per Common Share Earnings Per Share, Diluted [Abstract] Net Income Attributable to DTE Energy Company (in dollars per share) Earnings Per Share, Diluted Weighted Average Common Shares Outstanding Weighted Average Number of Shares Outstanding, Diluted [Abstract] Basic (in shares) Weighted Average Number of Shares Outstanding, Basic Diluted (in shares) Weighted Average Number of Shares Outstanding, Diluted Debt Disclosure [Abstract] Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Mortgage Bonds Mortgages [Member] Senior Notes Senior Notes [Member] Unsecured Term Loan Maturing in March 2022 March 2020 Unsecured Term Loan Maturing In 2022 [Member] March 2020 Unsecured Term Loan Maturing In 2022 [Member] April 2020 2.625% Mortgage Bonds Maturing in 2031 April 2020 2.625% Mortgage Bonds Maturing in 2031 [Member] April 2020 2.625% Mortgage Bonds Maturing in 2031 [Member] 2010 Series B 3.45% Senior Notes Due 2020 2010 Series B 3.45% Senior Notes Due 2020 [Member] 2010 Series B 3.45% Senior Notes Due 2020 [Member] 2008 Series KT Variable Rate Senior Notes Due 2020 2008 Series KT Variable Rate Senior Notes Due 2020 [Member] 2008 Series KT Variable Rate Senior Notes Due 2020 [Member] Debt Instrument [Line Items] Debt Instrument [Line Items] Amount drawn down on loan Proceeds from Issuance of Long-term Debt Interest rate Debt Instrument, Interest Rate, Stated Percentage Repayment of debt Extinguishment of Debt, Amount Schedule of Issued Debt Schedule Of Issued Debt [Table Text Block] Schedule Of Issued Debt [Table Text Block] Schedule of Debt Redeemed Debt Instrument Redemption [Table Text Block] Leases Lessor, Operating Leases [Text Block] Leases Lessor, Direct Financing Leases [Text Block] February 2020 2.25% Mortgage Bonds Maturing 2030 February 2020 2.25% Mortgage Bonds Maturing in 2030 [Member] February 2020 2.25% Mortgage Bonds Maturing in 2030 [Member] February 2020 2.95% Mortgage Bonds Maturing 2050 February 2020 2.95% Mortgage Bonds Maturing in 2050 [Member] February 2020 2.95% Mortgage Bonds Maturing in 2050 [Member] March 2020 4.89% Senior Notes Maturing 2020 March 2020 4.89% Senior Notes Maturing 2020 [Member] March 2020 4.89% Senior Notes Maturing 2020 [Member] Debt issued Derivative Instruments, Gain (Loss) by Hedging Relationship, by Income Statement Location, by Derivative Instrument Risk [Table] Derivative Instruments, Gain (Loss) [Table] Derivative Instruments, Gain (Loss) by Income Statement Location [Axis] Income Statement Location [Axis] Income Statement and Other Comprehensive Income (Loss) Location [Domain] Income Statement Location [Domain] Operating Revenues — Non-utility operations Sales [Member] Fuel, purchased power, and gas — non-utility Fuel [Member] Derivative Instruments, Gain (Loss) [Line Items] Derivative Instruments, Gain (Loss) [Line Items] Gain (Loss) Recognized in Income on Derivatives Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net Natural gas (MMBtu) Electricity (MWh) Foreign currency exchange (CAD) Renewable Energy Certificates (MWh) Renewable Energy Commodity Contract [Member] Renewable Energy Commodity Contract [Member] Commodity, energy measures Derivative, Nonmonetary Notional Amount, Energy Measure Commodity, monetary measure Derivative, Notional Amount Earnings Per Share [Abstract] Schedule of Earnings Per Share, Basic and Diluted Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Reclassification Reclassification, Policy [Policy Text Block] Principles of Consolidation Consolidation, Variable Interest Entity, Policy [Policy Text Block] Changes in Accumulated Other Comprehensive Income (Loss) Comprehensive Income, Policy [Policy Text Block] Cash, Cash Equivalents, and Restricted Cash Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] Financing Receivables Financing Receivable [Policy Text Block] Recently Adopted and Recently Issued Pronouncements New Accounting Pronouncements, Policy [Policy Text Block] Fair Value Measurement Fair Value Measurement, Policy [Policy Text Block] Nuclear Decommissioning Trusts and Other Investments Nuclear Decommissioning Trust and Other Investments, Policy [Policy Text Block] Nuclear Decommissioning Trust and Other Investments, Policy [Policy Text Block] Derivative Assets and Liabilities Derivatives, Reporting of Derivative Activity [Policy Text Block] Fair Value Transfer Fair Value Transfer, Policy [Policy Text Block] Derivatives Derivatives, Policy [Policy Text Block] Derivatives, Offsetting Fair Value Amounts Derivatives, Offsetting Fair Value Amounts, Policy [Policy Text Block] Derivatives, Methods of Accounting, Derivatives Not Designated or Qualifying as Hedges Derivatives, Methods of Accounting, Derivatives Not Designated or Qualifying as Hedges [Policy Text Block] Income Tax Income Tax, Policy [Policy Text Block] Basic Earnings per Share Net Income Attributable to DTE Energy Company Less: Allocation of earnings to net restricted stock awards Participating Securities, Distributed and Undistributed Earnings (Loss), Basic Net income available to common shareholders — basic Net Income (Loss) Available to Common Stockholders, Basic Average number of common shares outstanding — basic (in shares) Basic Earnings per Common Share (in dollars per share) Diluted Earnings per Share Less: Allocation of earnings to net restricted stock awards Participating Securities, Distributed and Undistributed Earnings (Loss), Diluted Net income available to common shareholders — diluted Net Income (Loss) Available to Common Stockholders, Diluted Incremental shares attributable to: Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] Average dilutive equity units, performance share awards, and stock options (in shares) Weighted Average Number Diluted Shares Outstanding Adjustment Average number of common shares outstanding — diluted (in shares) Diluted Earnings per Common Share (in dollars per share) Antidilutive securities excluded from computation of earnings per share (in shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Schedule of Variable Interest Entities [Table] Schedule of Variable Interest Entities [Table] Investments By Consolidated And Nonconsolidated Entities [Axis] Investments By Consolidated And Nonconsolidated Entities [Axis] Investments By Consolidated And Nonconsolidated Entities [Axis] Investments By Consolidated And Nonconsolidated Entities [Domain] Investments By Consolidated And Nonconsolidated Entities [Domain] [Domain] for Investments By Consolidated And Nonconsolidated Entities [Axis] Variable interest entity, primary beneficiary, restricted Variable Interest Entity, Primary Beneficiary, Restricted [Member] Variable Interest Entities (VIE) in which the entity has a controlling financial interest (as defined) and of which it is therefore the primary beneficiary. A controlling financial interest is determined based on both: (a) the entity's power to direct activities of the VIE that most significantly impact the VIE's economic performance and (b) the entity's obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. VIEs of which the entity is the primary beneficiary are included in the consolidated financial statements of the entity. SGG Variable Interest Entity, Primary Beneficiary, SGG Restricted [Member] Variable Interest Entity, Primary Beneficiary, SGG Restricted [Member] Other Variable Interest Entity, Primary Beneficiary Other, Restricted [Member] Variable Interest Entity, Primary Beneficiary Other, Restricted [Member] Variable Interest Entity [Line Items] Variable Interest Entity [Line Items] ASSETS Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Accounts receivable Accounts Receivable, after Allowance for Credit Loss, Current Inventories Inventory, Net Property, plant, and equipment, net Goodwill Goodwill Intangible assets Finite-Lived Intangible Assets, Net Other current and long-term assets Other Assets Total Assets Assets LIABILITIES Accounts payable and accrued current liabilities Accounts Payable and Accrued Liabilities, Current Other current and long-term liabilities Other Liabilities Total liabilities Liabilities VIE ownership and non-ownership percentage Variable Interest Entity, Qualitative or Quantitative Information, Ownership and Non-Ownership Percentage Variable Interest Entity, Qualitative or Quantitative Information, Ownership and Non-Ownership Percentage VIE ownership percentage Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage Schedule of Line of Credit Facilities Schedule of Line of Credit Facilities [Table Text Block] Schedule of Other Income Schedule of Other Nonoperating Income, by Component [Table Text Block] Schedule of Effective Tax Rates Schedule of Effective Tax Rate [Table Text Block] Schedule of Effective Tax Rate [Table Text Block] Schedule of Financing Receivables Classified by Internal Grade of Credit Risk Financing Receivable Credit Quality Indicators [Table Text Block] Schedule of Roll-Forward of Activity for Financing Receivables Credit Loss Reserves Financing Receivable, Allowance for Credit Loss [Table Text Block] Public Utilities, General Disclosures [Abstract] Public Utilities General Disclosures [Table] Public Utilities General Disclosures [Table] Regulatory Agency [Axis] Regulatory Agency [Axis] Regulatory Agency [Domain] Regulatory Agency [Domain] MPSC MPSC [Member] Michigan Public Service Commission Public Utilities, Regulatory Proceeding [Axis] Public Utilities, Regulatory Proceeding [Axis] Public Utilities, Regulatory Proceeding [Domain] Public Utilities, Regulatory Proceeding [Domain] 2019 Electric Rate Case Filing Electric Rate Case Filing 2019 [Member] Electric Rate Case Filing 2019 [Member] 2019 Gas Rate Case Filing DTE Gas Rate Case Filing 2019 [Member] DTE Gas Rate Case Filing 2019 [Member] Public Utilities, General Disclosures [Line Items] Public Utilities, General Disclosures [Line Items] Requested rate increase Public Utilities, Requested Rate Increase (Decrease), Amount Return on equity percent Public Utilities, Approved Return on Equity, Percentage Return on equity requested percent Public Utilities, Requested Return on Equity, Percentage Schedule of Final Purchase Price Allocation Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] Cover [Abstract] Entities [Table] Entities [Table] Class of Stock [Axis] Class of Stock [Axis] Class of Stock [Domain] Class of Stock [Domain] Common stock, without par value Common Stock [Member] 2012 Series C 5.25% Junior Subordinated Debentures due 2062 Series C, 2012, 5.25% Junior Subordinated Debentures Due 2062 [Member] Series C, 2012, 5.25% Junior Subordinated Debentures Due 2062 [Member] 2016 Series B 5.375% Junior Subordinated Debentures due 2076 Series B, 2016, 5.375% Junior Subordinated Debentures Due 2076 [Member] Series B, 2016, 5.375% Junior Subordinated Debentures Due 2076 [Member] 2016 Series F 6.00% Junior Subordinated Debentures due 2076 Series F, 2016, 6.00% Junior Subordinated Debentures Due 2076 [Member] Series F, 2016, 6.00% Junior Subordinated Debentures Due 2076 [Member] 2017 Series E 5.25% Junior Subordinated Debentures due 2077 Series E, 2017, 5.25% Junior Subordinated Debentures Due 2077 [Member] Series E, 2017, 5.25% Junior Subordinated Debentures Due 2077 [Member] Document Type Document Type Document Quarterly Report Document Quarterly Report Document Period End Date Document Period End Date Document Transition Report Document Transition Report Entity File Number Entity File Number Entity Registrant Name Entity Registrant Name Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Entity Tax Identification Number Entity Tax Identification Number Entity Address, Address Line One Entity Address, Address Line One Entity Address, City or Town Entity Address, City or Town Entity Address, State or Province Entity Address, State or Province Entity Address, Postal Zip Code Entity Address, Postal Zip Code City Area Code City Area Code Local Phone Number Local Phone Number Title of 12(b) Security Title of 12(b) Security Trading Symbol Trading Symbol Security Exchange Name Security Exchange Name Entity Current Reporting Status Entity Current Reporting Status Entity Interactive Data Current Entity Interactive Data Current Entity Filer Category Entity Filer Category Entity Small Business Entity Small Business Entity Emerging Growth Company Entity Emerging Growth Company Entity Shell Company Entity Shell Company Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Entity Central Index Key Entity Central Index Key Current Fiscal Year End Date Current Fiscal Year End Date Document Fiscal Year Focus Document Fiscal Year Focus Document Fiscal Period Focus Document Fiscal Period Focus Amendment Flag Amendment Flag Variable interest entity, non-consolidated Variable Interest Entity, Not Primary Beneficiary [Member] Investments in equity method investees Equity Method Investments Notes receivable Financing Receivable, after Allowance for Credit Loss, Noncurrent Future funding commitments Variable Interest Entity, Future Funding Commitments Variable Interest Entity, Future Funding Commitments Schedule of Error Corrections and Prior Period Adjustment Restatement [Table] Schedule of Error Corrections and Prior Period Adjustment Restatement [Table] Geographical [Axis] Geographical [Axis] Geographical [Domain] Geographical [Domain] SGG WEST VIRGINIA Midstream Natural Gas Assets Midstream Natural Gas Assets [Member] Midstream Natural Gas Assets [Member] Investment, Name [Axis] Investment, Name [Axis] Investment, Name [Domain] Investment, Name [Domain] Error Corrections and Prior Period Adjustments Restatement [Line Items] Error Corrections and Prior Period Adjustments Restatement [Line Items] Percent of assets acquired Business Acquisition, Percentage of Voting Interests Acquired Ownership interest Equity Method Investment, Ownership Percentage Significant potential exposure Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount Equity Components [Axis] Common Stock Additional Paid-in Capital Additional Paid-in Capital [Member] Noncontrolling Interests Noncontrolling Interest [Member] Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Beginning Balance (in shares) Beginning Balance Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Beginning Balance Stockholders' Equity Attributable to Parent Implementation of ASU 2018-02 Net Income Net Income Dividends declared on common stock Dividends, Common Stock, Cash Contribution of common stock to pension plan (in shares) Stock Issued During Period, Shares, Employee Benefit Plan Contribution of common stock to pension plan Stock Issued During Period, Value, Employee Benefit Plan Other comprehensive income, net of tax Other Comprehensive Income (Loss), Net of Tax Stock-based compensation, net distributions to (contributions from) noncontrolling interests, and other (in shares) Stockholders' Equity, Other Shares Stock-based compensation, net distributions to (contributions from) noncontrolling interests, and other Stockholders' Equity, Other Ending Balance (in shares) Ending Balance Ending Balance Line Of Credit Facility [Table] Line of Credit Facility [Table] Revolving credit facility Revolving Credit Facility [Member] Commercial paper issuances Commercial Paper [Member] Unsecured letter of credit facility, expiring in February 2021 Unsecured Letter Of Credit Facility, Expiring In February 2021 [Member] Unsecured Letter Of Credit Facility, Expiring In February 2021 [Member] Unsecured letter of credit facility, expiring in August 2021 Unsecured Letter Of Credit Facility, Expiring In August 2021 [Member] Unsecured Letter Of Credit Facility, Expiring In August 2021 [Member] Unsecured term loan, expiring in March 2021 Unsecured revolving credit facility, expiring April 2024 Unsecured Revolving Credit Facility, Expiring in April 2024 [Member] Unsecured Revolving Credit Facility, Expiring in April 2024 [Member] Line Of Credit Facility [Line Items] Line of Credit Facility [Line Items] Availability under combined facilities Line of Credit Facility [Abstract] Maximum borrowing capacity Line of Credit Facility, Maximum Borrowing Capacity Net availability Line of Credit Facility, Remaining Borrowing Capacity Long-Term Debt Long-term Debt [Text Block] Schedule of Other Nonoperating Income, by Component [Table] Schedule of Other Nonoperating Income, by Component [Table] Schedule of Other Nonoperating Income, by Component [Table] Schedule of Other Nonoperating Income, by Component [Line Items] Schedule of Other Nonoperating Income, by Component [Line Items] [Line Items] for Schedule of Other Nonoperating Income, by Component [Table] Equity earnings of equity method investees Income (Loss) from Equity Method Investments Income from REF entities Income from REF investees Income from REF investees Contract services Income on Contract Services Income on Contract Services Allowance for equity funds used during construction Public Utilities, Allowance for Funds Used During Construction, Capitalized Cost of Equity Gains from equity and fixed income securities Equity Securities, FV-NI, Gain (Loss) Other Other Miscellaneous Nonoperating Income Other Miscellaneous Nonoperating Income Total other income Schedule of Net Periodic Benefit Costs (Credits) Schedule of Net Benefit Costs [Table Text Block] New Accounting Pronouncements and Changes in Accounting Principles [Abstract] New Accounting Pronouncements New Accounting Pronouncements and Changes in Accounting Principles [Text Block] Short-Term Credit Arrangements and Borrowings Short-term Debt [Text Block] Schedule of Income Taxes [Table] Schedule of Income Taxes [Table] Schedule of Income Taxes [Table] Schedule of Income Taxes [Line Items] Schedule of Income Taxes [Line Items] [Line Items] for Schedule of Income Taxes [Table] Effective Tax Rate Effective Income Tax Rate Reconciliation, Percent South Jersey Industries, Combined Heat and Power Generation Facility South Jersey Industries, Combined Heat and Power Generation Facility [Member] South Jersey Industries, Combined Heat and Power Generation Facility [Member] Heritage Sustainable Energy, Additional Renewable Energy Project Heritage Sustainable Energy, Renewable Energy Project Two [Member] Heritage Sustainable Energy, Renewable Energy Project Two [Member] Blue Union and LEAP M5 Louisiana Gathering, LLC [Member] M5 Louisiana Gathering, LLC [Member] Customer relationships Customer Relationships [Member] Mortgage bonds, notes, and other Long Term Debt, Other [Member] Long Term Debt, Other [Member] Amount of power associated with purchase of renewable energy project Business Combination, Purchase of Renewable Energy Project, Amount of Power Business Combination, Purchase of Renewable Energy Project, Amount of Power Consideration paid for entity acquired, paid in cash Payments to Acquire Businesses, Gross Intangible assets, amortization period Finite-Lived Intangible Asset, Useful Life Total consideration provided for acquired entity Business Combination, Consideration Transferred Percent of assets acquired Contingent consideration to be paid upon completion Business Combination, Consideration Transferred, Liabilities Incurred Contingent payment, low end of range Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low Contingent payment, high end of range Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High Liability for contingent consideration payment and related accretion expense Business Combination, Contingent Consideration, Liability, Current Cash consideration paid and held in escrow Payments to Acquire Business, Gross, Amount Held in Escrow Payments to Acquire Business, Gross, Amount Held in Escrow Goodwill Goodwill, working capital adjustments Goodwill, Purchase Accounting Adjustments Intangible assets recorded as a result of acquisition Existing intangible asset weighted-average amortization life Acquired Finite-lived Intangible Assets, Weighted Average Useful Life Direct transaction costs incurred Business Acquisition, Transaction Costs Issuance costs related to acquisition financing Business Combination, Separately Recognized Transactions, Additional Disclosures, Issuance Costs Not Expensed Net Income Financial and Other Derivative Instruments Derivative Instruments and Hedging Activities Disclosure [Text Block] Segment and Related Information Segment Reporting Disclosure [Text Block] Letters of credit that could be used to offset net derivative liabilities Letters of credit that could be used to offset net derivative liabilities Letters of credit that could be used to offset net derivative liabilities Letters of credit received that could be used to offset net derivative assets Letters of Credit Received, Used to Offset Net Derivative Assets Letters of Credit Received that could be used to offset net derivative assets Contractual obligation to post collateral in event of downgrade to below investment grade Additional Collateral, Aggregate Fair Value Derivative net liability position aggregate fair value Derivative, Net Liability Position, Aggregate Fair Value Collateral already posted fair value Collateral Already Posted, Aggregate Fair Value Derivative net asset position, fair value Derivative, Net Asset Position, Aggregate Fair Value The aggregate fair value amounts of derivative instruments that contain credit-risk-related contingent features that are in a net asset position at the end of the reporting period. Remaining amount of offsets to derivative net liability positions for hard and soft trigger provisions Remaining amount of offsets to derivative net liability positions for hard and soft trigger provisions Remaining amount of offsets to derivative net liability positions for hard and soft trigger provisions 2020 Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Remainder of Fiscal Year 2021 Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Two Years 2022 Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Three Years 2023 Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Four Years 2024 Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Five Years 2025 and Thereafter Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Thereafter Total minimum future lease receipts Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received Residual value of leased pipeline Direct Financing Lease, Unguaranteed Residual Asset Less unearned income Direct Financing Lease, Deferred Selling Profit Net investment in finance lease Net Investment in Lease Less current portion Net Investment in Lease, Current Net investment in finance lease, noncurrent Net Investment in Lease, Noncurrent Schedule of Segment Reporting Information, by Segment Schedule of Segment Reporting Information, by Segment [Table Text Block] Net investment in finance lease arrangement Direct Financing Lease, Net Investment in Lease Interest income recognized under finance leases Direct Financing Lease, Interest Income Assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] Cash Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents Accounts receivable Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables Customer relationship intangibles Other current assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other Total assets Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Assets Acquired Including Goodwill Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Assets Acquired Including Goodwill Liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] Accounts payable Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable Acquisition related deferred payment Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability Other current liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other Asset retirement obligations Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Asset Retirement Obligations Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Asset Retirement Obligations Total liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities Total cash consideration Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net Statement of Comprehensive Income [Abstract] Other comprehensive income (loss), net of tax: Other Comprehensive Income (Loss), Net of Tax [Abstract] Benefit obligations, net of taxes of $1 for both periods Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax Net unrealized gains (losses) on derivatives during the period, net of taxes of $—, and $(1), respectively Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax Foreign currency translation Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax Other comprehensive income Comprehensive income Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest Less: Comprehensive income attributable to noncontrolling interests Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest Comprehensive Income Attributable to DTE Energy Company/DTE Electric Company Comprehensive Income (Loss), Net of Tax, Attributable to Parent Fair Value Fixed income securities, fair value Debt Securities, Available-for-sale, Noncurrent Private equity and other, fair value Alternative Investment Cash equivalents, fair value Unrealized Gains Decommissioning Fund Investments, Accumulated Gross Unrealized Gain, Before Tax Decommissioning Fund Investments, Accumulated Gross Unrealized Gain, Before Tax Fixed income securities, unrealized gains Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax Unrealized Losses Decommissioning Fund Investments, Accumulated Gross Unrealized Loss, Before Tax Decommissioning Fund Investments, Accumulated Gross Unrealized Loss, Before Tax Fixed income securities, unrealized losses Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax Tax effect on benefit obligation Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax Tax effect on net unrealized losses on derivatives during the period Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax Regulatory Matters Public Utilities Disclosure [Text Block] Rabbi Trust Asset Held in Trust [Member] Investments classified as NAV assets, general contractual durations Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Contractual Term Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Contractual Term Unfunded commitments related to investments classified as NAV assets Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Unfunded Commitments Gains (losses) related to the Trust Gain (Loss) on Investments Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table] Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table] Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] Offsetting Assets [Table] Offsetting Assets [Table] Interest rate contracts Interest Rate Contract [Member] Offsetting Assets [Line Items] Offsetting Assets [Line Items] Gross Amounts of Recognized Assets (Liabilities) Gross Amounts Offset in the Consolidated Statements of Financial Position Gross Amounts of Recognized Assets (Liabilities) Gross Amounts Offset in the Consolidated Statements of Financial Position Fixed payments Operating Lease, Lease Income, Lease Payments Variable payments Operating Lease, Variable Lease Income Total lease income under operating leases Earnings Per Share Earnings Per Share [Text Block] Current Assets Assets, Current [Abstract] Restricted cash Restricted Cash and Cash Equivalents, Current Accounts receivable (less allowance for doubtful accounts) Accounts Receivable, after Allowance for Credit Loss, Current [Abstract] Customer Affiliates Accounts Receivable, Related Parties, Current Other Other Receivables, Net, Current Inventories Inventory, Net [Abstract] Fuel and gas Energy Related Inventory Materials and supplies Inventory, Raw Materials and Supplies, Gross Derivative assets Regulatory assets Regulatory Assets, Current Prepaid property tax Prepaid Taxes Other Other Assets, Current Total Current Assets Assets, Current Investments Long-term Investments [Abstract] Investments in equity method investees Other Other Long-term Investments Total Investments Long-term Investments Property Property, Plant and Equipment, Net [Abstract] Property, plant, and equipment Property, Plant and Equipment, Gross Accumulated depreciation and amortization Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Property, plant, and equipment, net Other Assets Regulated Entity, Other Assets, Noncurrent [Abstract] Regulatory assets Regulatory Assets, Noncurrent Intangible assets Intangible Assets, Net (Excluding Goodwill) Derivative assets Prepaid postretirement costs — affiliates Prepaid Postretirement Costs, Affiliates Prepaid Postretirement Costs, Affiliates Prepaid postretirement costs Prepaid Postretirement Costs Prepaid Postretirement Costs Operating lease right-of-use assets Other Other Assets, Miscellaneous, Noncurrent Total Other Assets Other Assets, Noncurrent LIABILITIES AND EQUITY Liabilities and Equity [Abstract] Current Liabilities Liabilities, Current [Abstract] Accounts payable Accounts Payable [Abstract] Affiliates Accounts Payable, Related Parties, Current Other Accounts Payable, Other, Current Accounts payable Accounts Payable, Current Accrued interest Interest Payable, Current Dividends payable Dividends Payable, Current Short-term borrowings Short-term Debt Current portion long-term debt, including finance leases Long-term Debt and Lease Obligation, Current Derivative liabilities Gas inventory equalization Gas inventory equalization Gas equalization (current liability) account. Used to offset the cost of gas sold adjustment recognized for LIFO decrements expected to be reinstated by year end. Regulatory liabilities Regulatory Liability, Current Short-term borrowings Affiliates Notes Payable, Related Parties, Current Other Other Short-term Borrowings Operating lease liabilities Operating Lease, Liability, Current Acquisition related deferred payment Other Other Liabilities, Current Total Current Liabilities Liabilities, Current Long-Term Debt (net of current portion) Long-term Debt and Lease Obligation [Abstract] Mortgage bonds, notes, and other Other Long-term Debt, Noncurrent Mortgage bonds, notes, and other Long-term Debt, Excluding Current Maturities Junior subordinated debentures Junior Subordinated Notes, Noncurrent Finance lease liabilities Finance Lease, Liability, Noncurrent Total Long-Term Debt (net of current portion) Long-term Debt and Lease Obligation Other Liabilities Other Liabilities, Noncurrent [Abstract] Deferred income taxes Deferred Income Tax Liabilities, Net Regulatory liabilities Regulatory Liability, Noncurrent Asset retirement obligations Asset Retirement Obligations, Noncurrent Unamortized investment tax credit Accumulated Deferred Investment Tax Credit Derivative liabilities Accrued pension liability Liability, Defined Benefit Pension Plan, Noncurrent Nuclear decommissioning Accrued Environmental Loss Contingencies, Noncurrent Accrued pension liability — affiliates Defined Benefit Pension Plan, Liabilities, Noncurrent, Affiliates This represents the noncurrent liability recognized in the balance sheet that is associated with the defined benefit pension plans for affiliated parties. Accrued postretirement liability — affiliates Other Postretirement Defined Benefit Plan, Liabilities, Noncurrent, Affiliates This represents the noncurrent liability recognized in the balance sheet that is associated with other postretirement defined benefit plans (excluding pension plans) related to affiliated parties. Operating lease liabilities Operating Lease, Liability, Noncurrent Other Other Sundry Liabilities, Noncurrent Total Other Liabilities Other Liabilities, Noncurrent Commitments and Contingencies (Notes 6 and 13) Commitments and Contingencies Equity Stockholders' Equity Attributable to Parent [Abstract] Common stock Common Stock, Value, Issued Retained earnings Retained Earnings (Accumulated Deficit) Accumulated other comprehensive loss Accumulated Other Comprehensive Income (Loss), Net of Tax Total DTE Energy/DTE Electric Company Equity Noncontrolling interests Stockholders' Equity Attributable to Noncontrolling Interest Total Equity Total Liabilities and Equity Liabilities and Equity Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table] Hedging Designation [Axis] Hedging Designation [Axis] Hedging Designation [Domain] Hedging Designation [Domain] Derivatives not designated as hedging instruments Not Designated as Hedging Instrument [Member] FTRs — Other current assets Derivatives, Fair Value [Line Items] Derivatives, Fair Value [Line Items] Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Reconciliation of Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] Unobservable Inputs Related to Level 3 Assets and Liabilities Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] Carrying Amount of Fair Value of Financial Instruments Fair Value, by Balance Sheet Grouping [Table Text Block] Fair Value of Nuclear Decommissioning Trust Fund Assets Fair Value of Nuclear Decommissioning Trust Fund Assets [Table Text Block] Fair Value of Nuclear Decommissioning Trust Fund Assets Schedule of Realized Gains and Losses and Proceeds from Sale of Securities by Nuclear Decommissioning Trust Funds Schedule of Realized Gain (Loss) [Table Text Block] Fair Value and Unrealized Gains and Losses for Nuclear Decommissioning Trust Funds Fair Value and Unrealized Gains for Nuclear Decommissioning Trust Fund [Table Text Block] Fair Value and Unrealized Gains for Nuclear Decommissioning Trust Fund [Table Text Block] Fair Value of the Fixed Income Securities Held in Nuclear Decommissioning Trust Funds Investments Classified by Contractual Maturity Date [Table Text Block] Fair Value of Derivative Instruments Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] Netting Offsets of Derivative Assets Offsetting Assets [Table Text Block] Netting Offsets of Derivative Liabilities Offsetting Liabilities [Table Text Block] Netting Offsets of Derivative Assets and Liabilities Reconciliation to the Statements of Financial Position Netting Offsets of Derivative Assets and Liabilities Reconciliation to the Statements of Financial Position [Table Text Block] Netting Offsets of Derivative Assets and Liabilities Reconciliation to the Statements of Financial Position [Table Text Block] Gain (Loss) Recognized in Income on Derivatives Derivative Instruments, Gain (Loss) [Table Text Block] Volume of Commodity Contracts Volume of Commodity Contracts [Table Text Block] Volume of Commodity Contracts [Table Text Block] Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table] Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table] Other Other Commodity Contract [Member] Commodity Contracts other than Natural Gas or Electricity Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] Net Assets (Liabilities) as of beginning of period Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis with Unobservable Inputs Transfers into Level 3 from Level 2 Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers into Level 3 Transfers from Level 3 into Level 2 Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers out of Level 3 Total gains (losses): Realized Investment Gains (Losses) [Abstract] Included in earnings Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Earnings Recorded in/Change in fair value recorded in Regulatory liabilities Fair Value Net Derivative Asset (Liability) Measured on Recurring Basis Unobservable Inputs Reconciliation Gains (Losses) Recorded In Regulatory Assets Liabilities Fair Value Net Derivative Asset (Liability) Measured on Recurring Basis Unobservable Inputs Reconciliation Gains (Losses) Recorded In Regulatory Assets Liabilities Purchases, issuances, and settlements Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Purchases, Sales, Issues, Settlements [Abstract] Settlements Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Settlements Net Assets (Liabilities) as of end of period The amount of total gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31, 2020 and 2019 and reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss) The amount of total gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets held at March 31, 2020 and 2019 and reflected in DTE Electric's Consolidated Statements of Financial Position Fair Value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) included in regulatory assets and liabilities Amount of unrealized (holding) gain (loss) which is included in regulatory assets or liabilities related to those assets still held at the reporting date for which fair value is measured on a recurring basis using significant unobservable inputs (Level 3). Commitments and Contingencies Commitments and Contingencies Disclosure [Text Block] Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Revenues Revenue Revenue from Contract with Customer [Text Block] Statement of Cash Flows [Abstract] Operating Activities Net Cash Provided by (Used in) Operating Activities [Abstract] Adjustments to reconcile Net Income to Net cash from operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Depreciation and amortization Depreciation, Depletion and Amortization Nuclear fuel amortization Nuclear fuel amortization The expense charged against earnings for the periodic recognition of capitalized nuclear fuel. Allowance for equity funds used during construction Deferred income taxes Deferred Income Taxes and Tax Credits Equity earnings of equity method investees Dividends from equity method investees Proceeds from Equity Method Investment, Distribution Asset (gains) losses and impairments, net Gain (Loss) on Sale of Assets and Asset Impairment Charges, net Gain (Loss) on Sale of Assets and Asset Impairment Charges, net Changes in assets and liabilities: Increase (Decrease) in Operating Capital [Abstract] Accounts receivable, net Increase (Decrease) in Accounts and Other Receivables Inventories Increase (Decrease) in Inventories Prepaid postretirement benefit costs Increase (Decrease) in Prepaid Postretirement Costs Increase (Decrease) in Prepaid Postretirement Costs Accounts payable Increase (Decrease) in Accounts Payable Gas inventory equalization Increase (Decrease) in Gas Inventory Equalization Increase (Decrease) in Gas Inventory Equalization Accrued pension liability — affiliates Increase (Decrease) in Pension Plan Obligations, Affiliates The increase (decrease) during the reporting period in the amount due to fund retirement benefits to employees, retired and disabled former employees related to affiliated parties. Accrued postretirement liability — affiliates Increase (Decrease) in Postretirement Obligations, Affiliates The increase (decrease) during the reporting period in the amount due to fund non-pension benefits provided to former, retired, and disabled employees related to affiliated parties. Accrued pension liability Increase (Decrease) in Obligation, Pension Benefits Derivative assets and liabilities Increase (Decrease) in Derivative Assets and Liabilities Regulatory assets and liabilities Increase (Decrease) in Regulatory Assets and Liabilities Other current and noncurrent assets and liabilities Increase (Decrease) in Other Operating Assets and Liabilities, Net Net cash from operating activities Net Cash Provided by (Used in) Operating Activities Investing Activities Net Cash Provided by (Used in) Investing Activities [Abstract] Plant and equipment expenditures — utility Plant and equipment expenditures — utility Plant and equipment expenditures — utility Plant and equipment expenditures — non-utility Plant and equipment expenditures — non-utility Plant and equipment expenditures — non-utility Plant and equipment expenditures Payments to Acquire Property, Plant, and Equipment Acquisitions related to Business Combinations, net of cash acquired Proceeds from sale of assets Proceeds from Sale of Other Productive Assets Proceeds from sale of nuclear decommissioning trust fund assets Proceeds from Sale and Maturity of Other Investments Investment in nuclear decommissioning trust funds Payments to Acquire Other Investments Distributions from equity method investees Proceeds from Equity Method Investment, Distribution, Return of Capital Contributions to equity method investees Payments to Acquire Equity Method Investments Notes receivable Payments to Acquire Notes Receivable Other Payments for (Proceeds from) Other Investing Activities Net cash used for investing activities Net Cash Provided by (Used in) Investing Activities Financing Activities Net Cash Provided by (Used in) Financing Activities [Abstract] Issuance of long-term debt, net of issuance costs Redemption of long-term debt Repayments of Long-term Debt Short-term borrowings, net Proceeds from Short-term Debt Short-term borrowings, net Repayments of Short-term Debt Short-term borrowings, net — affiliate Proceeds from (Repayments of) Short-term Debt, Affiliate The net cash inflow or outflow for affiliate borrowings having initial term of repayment within one year or the normal operating cycle, if longer. Short-term borrowings, net — other Proceeds from (Repayments of) Short-term Debt, Other The net cash inflow or outflow for other borrowings having initial term of repayment within one year or the normal operating cycle, if longer. Dividends paid on common stock Payments of Ordinary Dividends, Common Stock Contributions from noncontrolling interests, principally REF entities Proceeds from Noncontrolling Interests Distributions to noncontrolling interests Payments to Noncontrolling Interests Other Proceeds from (Payments for) Other Financing Activities Net cash from (used for) financing activities Net Cash Provided by (Used in) Financing Activities Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Cash, Cash Equivalents, and Restricted Cash at Beginning of Period Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Cash, Cash Equivalents, and Restricted Cash at End of Period Supplemental disclosure of non-cash investing and financing activities Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] Plant and equipment expenditures in accounts payable Capital Expenditures Incurred but Not yet Paid Significant Accounting Policies Significant Accounting Policies [Text Block] Debt Instrument Redemption [Table] Debt Instrument Redemption [Table] Debt Instrument, Redemption [Line Items] Debt Instrument, Redemption [Line Items] Debt redeemed EX-101.PRE 23 dte-20200331_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 24 dtecolorlogoa04.jpg begin 644 dtecolorlogoa04.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_VP!# ," @," @,# P,$ P,$!0@%!00$ M!0H'!P8(# H,# L*"PL-#A(0#0X1#@L+$!80$1,4%145# \7&!84&!(4%13_ MVP!# 0,$! 4$!0D%!0D4#0L-%!04%!04%!04%!04%!04%!04%!04%!04%!04 M%!04%!04%!04%!04%!04%!04%!04%!3_P 1" !: 08# 2( A$! Q$!_\0 M'P 04! 0$! 0$ $" P0%!@<("0H+_\0 M1 @$# P($ P4% M! 0 %] 0(# 01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T? D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0 'P$ P$! 0$! M 0$! 0 $" P0%!@<("0H+_\0 M1$ @$"! 0#! <%! 0 0)W $" M Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! (1 Q$ /P#QCXO>//$U MM\6O&T47B+5HHDUR^1(TOI0JJ+A\ #=P,=A7(_\ "Q/%7_0S:Q_X'S?_ !5: M/QD_Y+!XY_[#U]_Z4/7'5^Z4:M4G[26O5G0?\ "Q/%7_0S:Q_X M'S?_ !5'_"Q/%7_0S:Q_X'S?_%5S]%;>SA_*C'VD^[.@_P"%B>*O^AFUC_P/ MF_\ BJ/^%B>*O^AFUC_P/F_^*KGZ*/9P_E0>TGW9T'_"Q/%7_0S:Q_X'S?\ MQ5;7AOX[?$;PC1F*L/8@BN%HJ94:&_$FE^+M#LM9T6^@U+2[V(36]U;L&213W!_,8Z@@BOP-KZJ_8/_:7N M_A3X_M/!^L732>#M>N%@VS/\MC=,0$E7/W58D*XX'(;/RX/QN;Y%3E3=?"JT MEJUT?IV9];E6=5(S5'$N\7UZKU\C]7J^$?\ @J=J%U8:#\/#;7,UL7NKT,87 M*Y^2'TK[NKX*_P""K/\ R+_PY_Z^K[_T"&OELCUS&E?S_)GTV=?[A4^7YH_/ MS_A(M5_Z"=Y_W_?_ !H_X2+5?^@G>?\ ?]_\:SZ*_7N5=C\IYGW-#_A(M5_Z M"=Y_W_?_ !H_X2+5?^@G>?\ ?]_\:SZ*.5=@YGW-#_A(M5_Z"=Y_W_?_ !H_ MX2+5?^@G>?\ ?]_\:SZ*.5=@YGW-#_A(M5_Z"=Y_W_?_ !H_X2+5?^@G>?\ M?]_\:SZ*.5=@YGW-#_A(M5_Z"=Y_W_?_ !KT[]F'7-2N/VA_AU'+J%U)&^N6 MH96F8@CS%R,9Y%>0UZC^RW_R<;\-_P#L.VG_ *,6N;%17L*FG1_D=.%DW7AK MU7YG[;U^8?\ P4ZU6]L?CWH*6UY<6Z'PS Q6*5E!/VJZ&>#UX%?IY7YK"BBBMC ^B/!O[!OQ6\>>$])\1:5::6 M^F:I;1W=NTU^J,8W4$$C'!P>E:.H?\$Z_C38VLDT>CZ;>NHSY-OJ47F-[#<5 M&?J:_1S]EO\ Y-S^&_\ V K7_P!%BO4Z_-*W$6,IUI02C9-K;S]3]&HY#A*E M*,VW=I=?^ ?@/X@\/ZGX3UJ\TC6+"?3-3M)/*GM+F,QR1MUP0>G!!SW&#WK/ MK[B_X*G:!8V?CSP3K$, CO[ZPG@N)%&/,6*1#&3ZD>8PSZ8':OAVOO,#BOKF M&A7M;F_X8^(QV'^J8B5&][!0"000<'KQVHHKO.$_<#]G7QU+\2?@?X*\1W#F M6[O--C%S(?XYDS'*?Q=&->#_ /!0SX,^-/C%I/@F'P;H4VMRZ?/=/7YA.I22]R4K7VZH M_7516.P,(5'\48W_ 9^-'_#$7QN_P"A O/_ *MO_CE'_#$7QN_Z$"\_P# MJV_^.5^R]%>U_K1B_P"2/X_YGD?ZMX7^>7X?Y'X@_$+]F_XD?"G05UKQ9X7N M-&TMIEMQ<2SQ.#(P)"X1RM?_ $7-7Y5U M]GE.-J8_#>VJ))W:T/D,TP<,#B/94VVK+<****]D\3VKU7_AB+XW?]"!>?^!5M_P#'*T/V!?\ MD[3P)_V_?^D%S7[#U\?G&?\ @5;?_'*[_P" /[(WQ=\(?&SP1K>K^"KJRTO3]7M[ MBYN&N8&$<:R LV%D)/ [9-?JQ17S]3B3%5(.#A&S5NO^9[E/A[#4YJ:G+1WZ M?Y!7Y(/"?A?^U='>5X5N M/[0M(3U^LG_!-_P#Y-FLO^PI>?^A"O$SC'5,OPZK4DF[I M:_TCVP_^/U^P]%?&?ZSXW^6/W/\ ^2/L/]7,)_-+[U_D?CQ_PP+\>/\ H1/_ "KV M'_Q^C_A@7X\?]")_Y5[#_P"/U^P]%'^L^-_EC]S_ /D@_P!7,)_-+[U_D?"G M[!7[-OQ'^"?Q&\0ZIXS\._V-876E?989?MUM/ND\Z-MN(I&(X4\D8XHK[KHK MYW&XNICJSK5$DWVO_F>]@\+#!4E1IMV\[?Y'X4?&3_DL'CG_ +#U]_Z4/7'5 MV/QD_P"2P>.?^P]??^E#UQU?M5'^''T7Y'X_6_B2]6%%%%;&!^VO[+?_ ";G M\-_^P%:_^BQ7J=>6?LM_\FY_#?\ [ 5K_P"BQ7J=?AF*_P!XJ>K_ #/VK#?P M*?HOR/SJ_P""K7_(P_#C_KVOO_0X:^#*^\_^"K7_ ",/PX_Z]K[_ -#AKX,K M]6R/_D74OG^;/S'.O]_J?+\D%%%%>Z>&?L+^P+_R:;X$_P"W_P#]+[BOH.OG MS]@7_DTWP)_V_P#_ *7W%?0=?B.8?[[6_P 4OS9^RX'_ '2C_AC^2"BBBN [ MCY+_ ."F?_)N5M_V'K7_ -%S5^5=?JI_P4S_ .3OS'B?\ WV/^%?G(_2>'/]TE_B?Y(****^0/J@K\N/\ @J-_ MR%]8M[+2DE>=89+&&4AG.6.YE)Z MUXW16-6C3KQY*L5)>>IM2K5*$N:E)I^6A](_\/#?C?\ ]#)9_P#@JM__ (BC M_AX;\;_^ADL__!5;_P#Q%?-U%6?LM_P#)N?PW_P"P%:_^BQ7J M=?AF*_WBIZO\S]JPW\"GZ+\C\ZO^"K7_ ",/PX_Z]K[_ -#AKX,K[O\ ^"J\ M\;>)OAY"'4RI9WCM'GY@I>( _0[6&?8U\(5^K9'_ ,BZE\_S9^8YU_O]3Y?D M@HHHKW3PS]A?V!?^33? G_;_ /\ I?<5]!U\^?L"_P#)IO@3_M__ /2^XKZ# MK\1S#_?:W^*7YL_9<#_NE'_#'\D%%%%M?_1% 64_,,.X/!->8U^LG_ 3?_P"39K+_ +"EY_Z$ M*\7-\=4R_#JM32;NEJ>SE6#ACJ_LJC:5KZ'P9_PQ%\;O^A O/_ JV_\ CE'_ M Q%\;O^A O/_ JV_P#CE?LO17QO^M&+_DC^/^9]=_JWA?YY?A_D?C1_PQ%\ M;O\ H0+S_P "K;_XY1_PQ%\;O^A O/\ P*MO_CE?LO11_K1B_P"2/X_YA_JW MA?YY?A_D?,?[ ?PM\5?"/X.ZQH_B[1I=&U*;7IKN.WEDCW0/E&(P61A MUSQ17TY17RN*K2Q5:5:6CD?1X>A'#THTHO1'X4?&3_DL'CG_ +#U]_Z4/7'5 MV/QD_P"2P>.?^P]??^E#UQU?N%'^''T7Y'XY6_B2]6%%%%;&!]M?"[_@I3_P MK;X<^'/"O_"NO[1_L>QALOM?]N>5YVQ0N_9]G;;G'3)QZFNEG_X*O2M"XA^& M"1R[?D:37BR@^I MAD9]Q]:^ **\*61Y?.3G*GJ]=Y?YGMQSG'0BHQJ:+R7^ M1VWQ@^,'B+XX>-KGQ1XFN$EO)5$44$ *PVT2DE8XU).%!+'DDDDDDY)KB:** M]JG3C2BH05DMD>14J2J2V!4]?AM:H MZU6=5_:;?WG[/1IJC2C37V4E]P4445B;'R7_ ,%,_P#DW*V_[#UK_P"BYJ_* MNOU4_P""F?\ R;E;?]AZU_\ 1OQX_8%_Y.T\"?\ ;]_Z07-?L/7YCQ/_ +[' M_"OSD?I/#G^Z2_Q/\D%%%%?('U05^7?_ 5&B_?LU?MC>*/V<;.^T MFUT^UU_P_=S?:#873M$T4VT*7CD7.T$!<@@@[01CDGP&BL*^'I8F#I5HWBSH MH5ZF'FJE)V9]Y_\ #UK5O^B<6?\ X-G_ /C5'_#UK5O^B<6?_@V?_P"-5\&4 M5Y/]AY=_SZ_%_P"9ZG]M8_\ Y^?@O\C[S_X>M:M_T3BS_P#!L_\ \:H_X>M: MM_T3BS_\&S__ !JO@RBC^P\N_P"?7XO_ ##^VL?_ ,_/P7^1^G_[/W[>U_\ M&[QE>:'-X.M=(6WL'O1.FH-+NVR1IMQY8_YZ9SGM17RE^P1_R5_6/^P%-_Z4 M6]%?'9I@N.K[]\<> _#-SXV\033>'=)EEDU"X=Y'L8BS,9&)))7DDUB?\ "O/"O_0L MZ/\ ^ $7_P 37W5'%?NXKEZ(^-JX6\Y>]U9\.T5]Q?\ "O/"O_0LZ/\ ^ $7 M_P 31_PKSPK_ -"SH_\ X 1?_$UK]:_NF7U7^\?#M%?<7_"O/"O_ $+.C_\ M@!%_\31_PKSPK_T+.C_^ $7_ ,31]:_NA]5_O'P[17W%_P *\\*_]"SH_P#X M 1?_ !->X?LR_"?P1?ZMJ$USX-\/W$L"!XI)=+@9HVRO*DIP?I657'>S@Y\N MWG_P#2G@O:24>;?R/@OX'_LL>/OCQJ$']BZ3+9:&S_OMY^B9?E5' ^^O>EW_R[!11 M17@GMA1110!\E_\ !3/_ )-RMO\ L/6O_HN:ORKK]>OV\+."]^",$=Q!'/'_ M &O;G;*@89V2\X-?GK_PCVE?] RS_P# =/\ "OT_AVIRX*UNK/S?/J?-C+WZ M(\/HKW#_ (1[2O\ H&6?_@.G^%'_ CVE?\ 0,L__ =/\*^G]KY'SGLO,T?V M!?\ D[3P)_V_?^D%S7[#U^9G['FC:?:_M&^$98+&VAE7[9AXX55A_HDXZ@>E M?IG7YKQ++FQD7_=7YL_0^'H\N%DO[S_)!1117R9]0%9^M:/9>(=)O-+U*UCO M=/O(6@N+>9=R21L,,I'H036A136CNA-)JS/R?_:>_85\4?"/4KO6O"5I<^)? M!;,TJFW0R75@N<[)4'+*!_RT4$8!W!>,_*]?T$5X+^T?\+O!FH>'YM5NO".A M7.J2;B]]-IL+SMTZN5W'\Z_0LJSVM6:H5HW:Z[?>?!YGDM*E>M2E9=O\C\<: M*^XO^%>>%?\ H6='_P# "+_XFC_A7GA7_H6='_\ "+_ .)KZOZU_=/F?JO] MX^':*^XO^%>>%?\ H6='_P# "+_XFC_A7GA7_H6='_\ "+_ .)H^M?W0^J_ MWCX=HK[B_P"%>>%?^A9T?_P B_\ B:/^%>>%?^A9T?\ \ (O_B:/K7]T/JO] MX\O_ &"/^2OZQ_V IO\ THMZ*^HOV=?!^@Z3XVOIK'1-.LY6TYT,EO:1QL5\ XML 25 R77.htm IDEA: XBRL DOCUMENT v3.20.1
Leases (Details Textuals) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Leases [Abstract]    
Net investment in finance lease arrangement $ 133  
Interest income recognized under finance leases $ 4 $ 1
XML 26 R73.htm IDEA: XBRL DOCUMENT v3.20.1
Long-Term Debt (Details Textuals) - USD ($)
 1 Months Ended 3 Months Ended
Apr. 28, 2020
Mar. 31, 2020
Mar. 31, 2020
Mar. 31, 2019
Debt Instrument [Line Items]        
Face amount of loan   $ 1,100,000,000 $ 1,100,000,000  
Amount drawn down on loan     1,092,000,000 $ 644,000,000
Repayment of debt     300,000,000  
DTE Electric        
Debt Instrument [Line Items]        
Amount drawn down on loan     1,092,000,000 $ 644,000,000
Mortgage Bonds | DTE Electric | April 2020 2.625% Mortgage Bonds Maturing in 2031 | Subsequent Event        
Debt Instrument [Line Items]        
Face amount of loan $ 600,000,000      
Interest rate 2.625%      
Senior Notes | DTE Electric | 2010 Series B 3.45% Senior Notes Due 2020 | Subsequent Event        
Debt Instrument [Line Items]        
Interest rate 3.45%      
Repayment of debt $ 300,000,000      
Senior Notes | DTE Electric | 2008 Series KT Variable Rate Senior Notes Due 2020 | Subsequent Event        
Debt Instrument [Line Items]        
Repayment of debt $ 32,000,000      
Unsecured term loan | Unsecured Term Loan Maturing in March 2022        
Debt Instrument [Line Items]        
Face amount of loan   200,000,000 $ 200,000,000  
Amount drawn down on loan   $ 0    
XML 27 R83.htm IDEA: XBRL DOCUMENT v3.20.1
Segment and Related Information (Details Textuals)
customer in Millions
Mar. 31, 2020
customer
Segment Reporting [Abstract]  
Number of electric utility customers 2.2
Number of gas utility customers 1.3
XML 28 R58.htm IDEA: XBRL DOCUMENT v3.20.1
Fair Value (Reconciliation of Level 3 Assets and Liabilities at Fair Value on a Recurring Basis) (Details) - Recurring - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]    
Net Assets (Liabilities) as of beginning of period $ 4 $ (44)
Transfers into Level 3 from Level 2 0 0
Transfers from Level 3 into Level 2 (1) 0
Total gains (losses):    
Included in earnings 44 (1)
Recorded in/Change in fair value recorded in Regulatory liabilities (2) (3)
Purchases, issuances, and settlements    
Settlements (21) 15
Net Assets (Liabilities) as of end of period 24 (33)
The amount of total gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31, 2020 and 2019 and reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations 40 (6)
DTE Electric    
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]    
Net Assets (Liabilities) as of beginning of period 3 6
Total gains (losses):    
Recorded in/Change in fair value recorded in Regulatory liabilities (2) (3)
Purchases, issuances, and settlements    
Settlements 0 (1)
Net Assets (Liabilities) as of end of period 1 2
The amount of total gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets held at March 31, 2020 and 2019 and reflected in DTE Electric's Consolidated Statements of Financial Position 0 0
Natural gas    
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]    
Net Assets (Liabilities) as of beginning of period (15) (49)
Transfers into Level 3 from Level 2 0 0
Transfers from Level 3 into Level 2 (1) 0
Total gains (losses):    
Included in earnings 24 31
Recorded in/Change in fair value recorded in Regulatory liabilities 0 0
Purchases, issuances, and settlements    
Settlements 0 8
Net Assets (Liabilities) as of end of period 8 (10)
The amount of total gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31, 2020 and 2019 and reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations 19 16
Electricity    
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]    
Net Assets (Liabilities) as of beginning of period 16 (2)
Transfers into Level 3 from Level 2 0 0
Transfers from Level 3 into Level 2 0 0
Total gains (losses):    
Included in earnings 20 (31)
Recorded in/Change in fair value recorded in Regulatory liabilities 0 0
Purchases, issuances, and settlements    
Settlements (21) 8
Net Assets (Liabilities) as of end of period 15 (25)
The amount of total gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31, 2020 and 2019 and reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations 21 (21)
Other    
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]    
Net Assets (Liabilities) as of beginning of period 3 7
Transfers into Level 3 from Level 2 0 0
Transfers from Level 3 into Level 2 0 0
Total gains (losses):    
Included in earnings 0 (1)
Recorded in/Change in fair value recorded in Regulatory liabilities (2) (3)
Purchases, issuances, and settlements    
Settlements 0 (1)
Net Assets (Liabilities) as of end of period 1 2
The amount of total gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31, 2020 and 2019 and reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations $ 0 $ (1)
XML 29 R50.htm IDEA: XBRL DOCUMENT v3.20.1
Revenue (Disaggregation of Revenue) (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Disaggregation of Revenue [Line Items]    
Revenues $ 3,022 $ 3,514
Lease revenue outside scope of Topic 606 39 44
Electric    
Disaggregation of Revenue [Line Items]    
Revenues 1,216 1,235
Electric | DTE Electric    
Disaggregation of Revenue [Line Items]    
Revenues 1,212  
Electric | Other    
Disaggregation of Revenue [Line Items]    
Revenues 4 4
Electric | Residential    
Disaggregation of Revenue [Line Items]    
Revenues 599 553
Electric | Commercial    
Disaggregation of Revenue [Line Items]    
Revenues 426 421
Electric | Industrial    
Disaggregation of Revenue [Line Items]    
Revenues 156 163
Electric | Other    
Disaggregation of Revenue [Line Items]    
Revenues 35 98
DTE Sustainable Generation | Other | DTE Electric    
Disaggregation of Revenue [Line Items]    
Revenues 4  
Gas    
Disaggregation of Revenue [Line Items]    
Revenues 540 645
Gas | Alternative Revenue Programs    
Disaggregation of Revenue [Line Items]    
Revenues 2 3
Gas | Other    
Disaggregation of Revenue [Line Items]    
Revenues 2 2
Gas | Other    
Disaggregation of Revenue [Line Items]    
Revenues 43 61
Gas | Gas sales    
Disaggregation of Revenue [Line Items]    
Revenues 394 477
Gas | End User Transportation    
Disaggregation of Revenue [Line Items]    
Revenues 77 81
Gas | Intermediate Transportation    
Disaggregation of Revenue [Line Items]    
Revenues 26 26
Gas Storage and Pipelines    
Disaggregation of Revenue [Line Items]    
Revenues 170 116
Lease revenue outside scope of Topic 606 2 2
Power and Industrial Projects    
Disaggregation of Revenue [Line Items]    
Revenues 307 388
Lease revenue outside scope of Topic 606 27 31
Energy Trading    
Disaggregation of Revenue [Line Items]    
Revenues 913 1,301
Gain (loss) on derivative outside scope of Topic 606 $ 637 $ 926
XML 30 R54.htm IDEA: XBRL DOCUMENT v3.20.1
Regulatory Matters (Details Textuals) - MPSC - USD ($)
$ in Millions
Nov. 25, 2019
Jul. 08, 2019
DTE Electric | 2019 Electric Rate Case Filing    
Public Utilities, General Disclosures [Line Items]    
Requested rate increase   $ 351
Return on equity percent   10.00%
Return on equity requested percent   10.50%
DTE Gas | 2019 Gas Rate Case Filing    
Public Utilities, General Disclosures [Line Items]    
Requested rate increase $ 204  
Return on equity percent 10.00%  
Return on equity requested percent 10.50%  
XML 31 R35.htm IDEA: XBRL DOCUMENT v3.20.1
Leases (Tables)
 3 Months Ended
Mar. 31, 2020
Leases [Abstract]  
Components of Net Investment in Finance Leases
The components of DTE Energy’s net investment in finance leases for remaining periods were as follows:
 
DTE Energy
 
March 31, 2020
 
(In millions)
2020
$
17

2021
19

2022
19

2023
19

2024
19

2025 and Thereafter
273

Total minimum future lease receipts
366

Residual value of leased pipeline
19

Less unearned income
208

Net investment in finance lease
177

Less current portion
7

 
$
170
Schedule of Lease Income Associated with Operating Leases
DTE Energy’s lease income associated with operating leases was as follows:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Fixed payments
$
16

 
$
17

Variable payments
23

 
27

 
$
39

 
$
44
XML 32 R3.htm IDEA: XBRL DOCUMENT v3.20.1
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Net Income $ 342 $ 408
Net Income 340 401
Other comprehensive income (loss), net of tax:    
Benefit obligations, net of taxes of $1 for both periods 3 4
Net unrealized gains (losses) on derivatives during the period, net of taxes of $—, and $(1), respectively 1 (3)
Foreign currency translation (1) 1
Other comprehensive income 3 2
Comprehensive income 345 410
Less: Comprehensive income attributable to noncontrolling interests 2 7
Comprehensive Income Attributable to DTE Energy Company/DTE Electric Company 343 403
DTE Electric    
Net Income 94 147
Other comprehensive income (loss), net of tax:    
Other comprehensive income 0 0
Comprehensive Income Attributable to DTE Energy Company/DTE Electric Company $ 94 $ 147
XML 33 R7.htm IDEA: XBRL DOCUMENT v3.20.1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Operating Activities    
Net Income $ 342 $ 408
Net Income 340 401
Adjustments to reconcile Net Income to Net cash from operating activities:    
Depreciation and amortization 353 296
Nuclear fuel amortization 13 15
Allowance for equity funds used during construction (6) (7)
Deferred income taxes 213 49
Equity earnings of equity method investees (29) (23)
Dividends from equity method investees 39 44
Asset (gains) losses and impairments, net (6) 0
Changes in assets and liabilities:    
Accounts receivable, net 151 143
Inventories 55 207
Prepaid postretirement benefit costs (14) (31)
Accounts payable (24) (288)
Gas inventory equalization 62 88
Accrued pension liability (13) (115)
Derivative assets and liabilities (30) (15)
Regulatory assets and liabilities (149) 112
Other current and noncurrent assets and liabilities 104 (131)
Net cash from operating activities 1,061 752
Investing Activities    
Plant and equipment expenditures — utility (993) (641)
Plant and equipment expenditures — non-utility (195) (27)
Acquisitions related to Business Combinations, net of cash acquired (128) 0
Proceeds from sale of assets 4 0
Proceeds from sale of nuclear decommissioning trust fund assets 439 176
Investment in nuclear decommissioning trust funds (438) (178)
Distributions from equity method investees 1 1
Contributions to equity method investees (15) (22)
Notes receivable (14) (48)
Other (3) (9)
Net cash used for investing activities (1,342) (748)
Financing Activities    
Issuance of long-term debt, net of issuance costs 1,092 644
Redemption of long-term debt (300) 0
Short-term borrowings, net 303  
Short-term borrowings, net   (453)
Dividends paid on common stock (195) (172)
Contributions from noncontrolling interests, principally REF entities 10 9
Distributions to noncontrolling interests (10) (21)
Other (36) (26)
Net cash from (used for) financing activities 864 (19)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash 583 (15)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 93 76
Cash, Cash Equivalents, and Restricted Cash at End of Period 676 61
Supplemental disclosure of non-cash investing and financing activities    
Plant and equipment expenditures in accounts payable 285 235
DTE Electric    
Operating Activities    
Net Income 94 147
Adjustments to reconcile Net Income to Net cash from operating activities:    
Depreciation and amortization 258 221
Nuclear fuel amortization 13 15
Allowance for equity funds used during construction (6) (6)
Deferred income taxes 7 23
Changes in assets and liabilities:    
Accounts receivable, net 54 47
Inventories (18) 51
Accounts payable 106 (36)
Accrued pension liability — affiliates (6) (103)
Accrued postretirement liability — affiliates (8) (21)
Regulatory assets and liabilities (152) 130
Other current and noncurrent assets and liabilities 132 (146)
Net cash from operating activities 474 322
Investing Activities    
Plant and equipment expenditures (871) (531)
Proceeds from sale of nuclear decommissioning trust fund assets 439 176
Investment in nuclear decommissioning trust funds (438) (178)
Notes receivable 0 (96)
Other (2) (10)
Net cash used for investing activities (872) (639)
Financing Activities    
Issuance of long-term debt, net of issuance costs 1,092 644
Redemption of long-term debt (300) 0
Short-term borrowings, net — affiliate 42 (50)
Short-term borrowings, net — other (283) (149)
Dividends paid on common stock (135) (124)
Other (17) (12)
Net cash from (used for) financing activities 399 309
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash 1 (8)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 12 18
Cash, Cash Equivalents, and Restricted Cash at End of Period 13 10
Supplemental disclosure of non-cash investing and financing activities    
Plant and equipment expenditures in accounts payable $ 138 $ 140
XML 34 R31.htm IDEA: XBRL DOCUMENT v3.20.1
Fair Value (Tables)
 3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The following table presents assets and liabilities for DTE Energy measured and recorded at fair value on a recurring basis(a):
 
March 31, 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)
$
421

 
$
—

 
$
—

 
$
—

 
$
—

 
$
421

 
$
15

 
$
—

 
$
—

 
$
—

 
$
—

 
$
15

Nuclear decommissioning trusts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
792

 
—

 
—

 
—

 
—

 
792

 
1,046

 
—

 
—

 
—

 
—

 
1,046

Fixed income securities
127

 
376

 
—

 
—

 
—

 
503

 
160

 
378

 
—

 
—

 
—

 
538

Private equity and other
—

 
—

 
—

 
62

 
—

 
62

 
—

 
—

 
—

 
43

 
—

 
43

Cash equivalents
82

 
—

 
—

 
—

 
—

 
82

 
34

 
—

 
—

 
—

 
—

 
34

Other investments(e)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
115

 
—

 
—

 
—

 
—

 
115

 
140

 
—

 
—

 
—

 
—

 
140

Fixed income securities
71

 
—

 
—

 
—

 
—

 
71

 
79

 
—

 
—

 
—

 
—

 
79

Cash equivalents
4

 
—

 
—

 
—

 
—

 
4

 
4

 
—

 
—

 
—

 
—

 
4

Derivative assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity contracts(f)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Natural gas
132

 
78

 
72

 
—

 
(204
)
 
78

 
205

 
76

 
74

 
—

 
(266
)
 
89

Electricity
—

 
214

 
99

 
—

 
(242
)
 
71

 
—

 
223

 
83

 
—

 
(225
)
 
81

Environmental & Other
—

 
178

 
1

 
—

 
(163
)
 
16

 
—

 
110

 
3

 
—

 
(110
)
 
3

Foreign currency exchange contracts
—

 
7

 
—

 
—

 
(2
)
 
5

 
—

 
1

 
—

 
—

 
—

 
1

Total derivative assets
132

 
477

 
172


—

 
(611
)
 
170

 
205

 
410

 
160

 
—


(601
)
 
174

Total
$
1,744

 
$
853

 
$
172


$
62

 
$
(611
)
 
$
2,220

 
$
1,683

 
$
788

 
$
160

 
$
43


$
(601
)
 
$
2,073

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity contracts(f)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Natural gas
$
(170
)
 
$
(44
)
 
$
(64
)
 
$
—

 
$
204

 
$
(74
)
 
$
(221
)
 
$
(41
)
 
$
(89
)
 
$
—

 
$
266

 
$
(85
)
Electricity
—

 
(233
)
 
(84
)
 
—

 
242

 
(75
)
 
—

 
(231
)
 
(67
)
 
—

 
225

 
(73
)
Environmental & Other
(5
)
 
(144
)
 
—

 
—

 
163

 
14

 
—

 
(121
)
 
—

 
—

 
110

 
(11
)
Foreign currency exchange contracts
—

 
(2
)
 
—

 
—

 
2

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total
$
(175
)
 
$
(423
)
 
$
(148
)
 
$
—

 
$
611

 
$
(135
)
 
$
(221
)
 
$
(393
)
 
$
(156
)
 
$
—

 
$
601

 
$
(169
)
Net Assets at end of period
$
1,569

 
$
430

 
$
24

 
$
62

 
$
—

 
$
2,085

 
$
1,462

 
$
395

 
$
4

 
$
43

 
$
—

 
$
1,904

Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
$
550

 
$
350

 
$
122

 
$
—

 
$
(489
)
 
$
533

 
$
218

 
$
320

 
$
123

 
$
—

 
$
(513
)
 
$
148

Noncurrent
1,194

 
503

 
50

 
62

 
(122
)
 
1,687

 
1,465

 
468

 
37

 
43

 
(88
)
 
1,925

Total Assets
$
1,744

 
$
853

 
$
172

 
$
62

 
$
(611
)
 
$
2,220

 
$
1,683

 
$
788

 
$
160

 
$
43

 
$
(601
)
 
$
2,073

Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
$
(163
)
 
$
(325
)
 
$
(89
)
 
$
—

 
$
489

 
$
(88
)
 
$
(211
)
 
$
(300
)
 
$
(85
)
 
$
—

 
$
513

 
$
(83
)
Noncurrent
(12
)
 
(98
)
 
(59
)
 
—

 
122

 
(47
)
 
(10
)
 
(93
)
 
(71
)
 
—

 
88

 
(86
)
Total Liabilities
$
(175
)
 
$
(423
)
 
$
(148
)
 
$
—

 
$
611

 
$
(135
)
 
$
(221
)
 
$
(393
)
 
$
(156
)
 
$
—

 
$
601

 
$
(169
)
Net Assets at end of period
$
1,569

 
$
430

 
$
24

 
$
62

 
$
—

 
$
2,085

 
$
1,462

 
$
395

 
$
4

 
$
43

 
$
—

 
$
1,904


_______________________________________
(a)
See footnotes on following page.
_______________________________________
(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 March 31, 2020, the $421 million consisted of $409 million, $1 million, and $11 million of cash equivalents included in Cash and cash equivalents, Restricted cash, and Other investments 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:
 
March 31, 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)
$
11

 
$
—

 
$
—

 
$
—

 
$
11

 
$
11

 
$
—

 
$
—

 
$
—

 
$
11

Nuclear decommissioning trusts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
792

 
—

 
—

 
—

 
792

 
1,046

 
—

 
—

 
—

 
1,046

Fixed income securities
127

 
376

 
—

 
—

 
503

 
160

 
378

 
—

 
—

 
538

Private equity and other
—

 
—

 
—

 
62

 
62

 
—

 
—

 
—

 
43

 
43

Cash equivalents
82

 
—

 
—

 
—

 
82

 
34

 
—

 
—

 
—

 
34

Other investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
11

 
—

 
—

 
—

 
11

 
13

 
—

 
—

 
—

 
13

Derivative assets — FTRs
—

 
—

 
1

 
—

 
1

 
—

 
—

 
3

 
—

 
3

Total
$
1,023

 
$
376

 
$
1

 
$
62

 
$
1,462

 
$
1,264

 
$
378

 
$
3

 
$
43

 
$
1,688

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
$
11

 
$
—

 
$
1

 
$
—

 
$
12

 
$
11

 
$
—

 
$
3

 
$
—

 
$
14

Noncurrent
1,012

 
376

 
—

 
62

 
1,450

 
1,253

 
378

 
—

 
43

 
1,674

Total Assets
$
1,023

 
$
376

 
$
1

 
$
62

 
$
1,462

 
$
1,264

 
$
378

 
$
3

 
$
43

 
$
1,688

_______________________________________
(a)
Amounts represent assets valued at NAV as a practical expedient for fair value.
(b)
At March 31, 2020 and December 31, 2019, the $11 million consisted of cash equivalents included in Other investments on DTE Electric's Consolidated Statements of Financial Position.
Reconciliation of Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis
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 March 31, 2020
 
Three Months Ended March 31, 2019
 
Natural Gas
 
Electricity
 
Other
 
Total
 
Natural Gas
 
Electricity
 
Other
 
Total
 
(In millions)
Net Assets (Liabilities) as of January 1
$
(15
)
 
$
16

 
$
3

 
$
4

 
$
(49
)
 
$
(2
)
 
$
7

 
$
(44
)
Transfers into Level 3 from Level 2
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Transfers from Level 3 into Level 2
(1
)
 
—

 
—

 
(1
)
 
—

 
—

 
—

 
—

Total gains (losses)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Included in earnings
24

 
20

 
—

 
44

 
31

 
(31
)
 
(1
)
 
(1
)
Recorded in Regulatory liabilities
—

 
—

 
(2
)
 
(2
)
 
—

 
—

 
(3
)
 
(3
)
Purchases, issuances, and settlements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Settlements
—

 
(21
)
 
—

 
(21
)
 
8

 
8

 
(1
)
 
15

Net Assets (Liabilities) as of March 31
$
8

 
$
15

 
$
1

 
$
24

 
$
(10
)
 
$
(25
)
 
$
2

 
$
(33
)
The amount of total gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31, 2020 and 2019 and reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations
$
19

 
$
21

 
$
—

 
$
40

 
$
16

 
$
(21
)
 
$
(1
)
 
$
(6
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 March 31,
 
2020
 
2019
 
(In millions)
Net Assets as of beginning of period
$
3

 
$
6

Change in fair value recorded in Regulatory liabilities
(2
)
 
(3
)
Purchases, issuances, and settlements
 
 
 
Settlements
—

 
(1
)
Net Assets as of March 31
$
1

 
$
2

The amount of total gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets held at March 31, 2020 and 2019 and reflected in DTE Electric's Consolidated Statements of Financial Position
$
—

 
$
—
Unobservable Inputs Related to Level 3 Assets and Liabilities
The following tables present the unobservable inputs related to DTE Energy's Level 3 assets and liabilities:
 
 
March 31, 2020
 
 
 
 
 
 
 
 
 
 
 
Commodity Contracts
 
Derivative Assets
 
Derivative Liabilities
 
Valuation Techniques
 
Unobservable Input
 
Range
 
Weighted Average
 
 
(In millions)
 
 
 
 
 
 
 
 
 
 
 
Natural Gas
 
$
72

 
$
(64
)
 
Discounted Cash Flow
 
Forward basis price (per MMBtu)
 
$
(0.84
)
—
 
$
4.20
/MMBtu
 
$
(0.07
)/MMBtu
Electricity
 
$
99

 
$
(84
)
 
Discounted Cash Flow
 
Forward basis price (per MWh)
 
$
(10
)
—
 
$
5
/MWh
 
$
—

 
 
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
)
—
 
$
6
/MWh
 
$
—
Carrying Amount of Fair Value of Financial Instruments
The following table presents the carrying amount and fair value of financial instruments for DTE Energy:
 
March 31, 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
$
68

 
$
—

 
$
—

 
$
68

 
$
184

 
$
—

 
$
—

 
$
184

Short-term borrowings
$
1,131

 
$
—

 
$
1,131

 
$
—

 
$
828

 
$
—

 
$
828

 
$
—

Notes payable — Other(b), excluding lessee finance leases
$
15

 
$
—

 
$
—

 
$
15

 
$
25

 
$
—

 
$
—

 
$
25

Long-term debt(c)
$
17,398

 
$
2,120

 
$
12,108

 
$
3,824

 
$
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:
 
March 31, 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
$
11

 
$
—

 
$
—

 
$
11

 
$
9

 
$
—

 
$
—

 
$
9

Short-term borrowings — affiliates
$
139

 
$
—

 
$
—

 
$
139

 
$
97

 
$
—

 
$
—

 
$
97

Short-term borrowings — other
$
71

 
$
—

 
$
71

 
$
—

 
$
354

 
$
—

 
$
354

 
$
—

Notes payable — Other(b), excluding lessee finance leases
$
11

 
$
—

 
$
—

 
$
11

 
$
21

 
$
—

 
$
—

 
$
21

Long-term debt(c)
$
7,970

 
$
—

 
$
7,373

 
$
1,330

 
$
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.
Fair Value of Nuclear Decommissioning Trust Fund Assets
The following table summarizes DTE Electric's fair value of the nuclear decommissioning trust fund assets:
 
March 31, 2020
 
December 31, 2019
 
(In millions)
Fermi 2
$
1,430

 
$
1,650

Fermi 1
3

 
3

Low-level radioactive waste
6

 
8


$
1,439

 
$
1,661
Schedule of Realized Gains and Losses and Proceeds from Sale of Securities by Nuclear Decommissioning Trust Funds 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 March 31,
 
2020
 
2019
 
(In millions)
Realized gains
$
31

 
$
11

Realized losses
$
(16
)
 
$
(7
)
Proceeds from sale of securities
$
439

 
$
176
Fair Value and Unrealized Gains and Losses for Nuclear Decommissioning Trust Funds
The following table sets forth DTE Electric's fair value and unrealized gains and losses for the nuclear decommissioning trust funds:
 
March 31, 2020
 
December 31, 2019
 
Fair
Value
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Gains
 
Unrealized
Losses
 
(In millions)
Equity securities
$
792

 
$
244

 
$
(128
)
 
$
1,046

 
$
396

 
$
(39
)
Fixed income securities
503

 
26

 
(6
)
 
538

 
24

 
(1
)
Private equity and other
62

 
—

 
—

 
43

 
—

 
—

Cash equivalents
82

 
—

 
—

 
34

 
—

 
—

 
$
1,439

 
$
270

 
$
(134
)
 
$
1,661

 
$
420

 
$
(40
)
Fair Value of the Fixed Income Securities Held in Nuclear Decommissioning Trust Funds
The following table summarizes the fair value of the fixed income securities held in nuclear decommissioning trust funds by contractual maturity:
 
March 31, 2020
 
(In millions)
Due within one year
$
24

Due after one through five years
83

Due after five through ten years
106

Due after ten years
290

 
$
503
XML 35 R39.htm IDEA: XBRL DOCUMENT v3.20.1
Organization and Basis of Presentation (Consolidated Variable Interest Entities) (Details) - USD ($)
$ in Millions
 3 Months Ended 8 Months Ended
Mar. 31, 2020
Dec. 31, 2019
ASSETS    
Cash and cash equivalents $ 552 $ 93
Accounts receivable 1,482 1,642
Property, plant, and equipment, net 26,236 25,317
Goodwill 2,466 2,464
Total Assets 43,232 41,882
Variable interest entity, primary beneficiary, restricted    
ASSETS    
Cash and cash equivalents 33 27
Accounts receivable 26 27
Inventories 101 74
Property, plant, and equipment, net 439 443
Goodwill 25 25
Intangible assets 538 542
Other current and long-term assets 2 2
Total Assets 1,164 1,140
LIABILITIES    
Accounts payable and accrued current liabilities 15 15
Other current and long-term liabilities 13 14
Total liabilities 28 29
SGG    
ASSETS    
Cash and cash equivalents 20 16
Accounts receivable 7 8
Inventories 0 0
Property, plant, and equipment, net 408 410
Goodwill 25 25
Intangible assets 538 542
Other current and long-term assets 2 2
Total Assets 1,000 1,003
LIABILITIES    
Accounts payable and accrued current liabilities 1 2
Other current and long-term liabilities 6 7
Total liabilities $ 7 $ 9
VIE ownership and non-ownership percentage 100.00%  
VIE ownership percentage 85.00% 85.00%
Other    
ASSETS    
Cash and cash equivalents $ 13 $ 11
Accounts receivable 19 19
Inventories 101 74
Property, plant, and equipment, net 31 33
Goodwill 0 0
Intangible assets 0 0
Other current and long-term assets 0 0
Total Assets 164 137
LIABILITIES    
Accounts payable and accrued current liabilities 14 13
Other current and long-term liabilities 7 7
Total liabilities $ 21 $ 20
XML 36 R12.htm IDEA: XBRL DOCUMENT v3.20.1
New Accounting Pronouncements
 3 Months Ended
Mar. 31, 2020
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]  
New Accounting Pronouncements 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.
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.
XML 37 R16.htm IDEA: XBRL DOCUMENT v3.20.1
Earnings Per Share
 3 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Earnings Per Share 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 March 31,
 
2020
 
2019
 
(In millions, except per share amounts)
Basic Earnings per Share
 
 
 
Net Income Attributable to DTE Energy Company
$
340

 
$
401

Less: Allocation of earnings to net restricted stock awards
1

 
1

Net income available to common shareholders — basic
$
339

 
$
400

 
 
 
 
Average number of common shares outstanding — basic
192

 
182

Basic Earnings per Common Share
$
1.77

 
$
2.20

 
 
 
 
Diluted Earnings per Share
 
 
 
Net Income Attributable to DTE Energy Company
$
340

 
$
401

Less: Allocation of earnings to net restricted stock awards
1

 
1

Net income available to common shareholders — diluted
$
339

 
$
400

 
 
 
 
Average number of common shares outstanding — basic
192

 
182

Incremental shares attributable to:
 
 
 
Average dilutive equity units, performance share awards, and stock options
—

 
1

Average number of common shares outstanding — diluted
192

 
183

Diluted Earnings per Common Share(a)
$
1.76

 
$
2.19

_______________________________________
(a)
Equity Units excluded from the calculation of diluted EPS were approximately 9.7 million for the three months ended March 31, 2020 as the dilutive stock price threshold was not met.
XML 38 R28.htm IDEA: XBRL DOCUMENT v3.20.1
Acquisitions (Tables)
 3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Schedule of Final Purchase Price Allocation
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
$
18

Property, plant, and equipment, net
76

Working capital
3

Total
$
97


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
173

Customer relationship intangibles
1,473

Other current assets
1

 
$
2,775

Liabilities
 
Accounts payable
$
26

Acquisition related deferred payment
380

Other current liabilities
2

Asset retirement obligations
9

 
$
417

Total cash consideration
$
2,358


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
6

Total
$
175
XML 39 R20.htm IDEA: XBRL DOCUMENT v3.20.1
Short-Term Credit Arrangements and Borrowings
 3 Months Ended
Mar. 31, 2020
Short-term Debt [Abstract]  
Short-Term Credit Arrangements and Borrowings 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. In addition, DTE Energy entered into a $500 million unsecured term loan in March 2020 with terms consistent with the unsecured revolving credit agreements. DTE Energy has drawn the full $500 million available under this term loan, which expires in March 2021. DTE Energy also has other facilities to support letter of credit issuance.
The agreements require DTE Energy, DTE Electric, and DTE Gas to maintain a total funded debt to capitalization ratio of no more than 0.65 to 1. In the agreements, "total funded debt" means all indebtedness of each respective company and their consolidated subsidiaries, including 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 March 31, 2020, the total funded debt to total capitalization ratios for DTE Energy, DTE Electric, and DTE Gas were 0.59 to 1, 0.53 to 1, and 0.47 to 1, respectively, and were in compliance with this financial covenant.
The availability under the facilities in place at March 31, 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 revolving credit facility, expiring April 2024
1,500

 
500

 
300

 
2,300

 
2,260

 
500

 
300

 
3,060

Amounts outstanding at March 31, 2020
 
 
 
 
 
 
 
Commercial paper issuances
107

 
71

 
3

 
181

Letters of credit
231

 
—

 
—

 
231

Unsecured term loan
500

 
—

 
—

 
500

Revolver borrowings
300

 
—

 
150

 
450

 
1,138

 
71

 
153

 
1,362

Net availability at March 31, 2020
$
1,122

 
$
429

 
$
147

 
$
1,698


In April 2020, DTE Electric entered into a $200 million unsecured term loan, of which DTE Electric has drawn the full $200 million available, and a $200 million unsecured term loan, of which no amount has been drawn. In addition, in April 2020, DTE Gas entered into a $100 million unsecured term loan, of which DTE Gas has drawn the full $100 million available. All three loans expire in April 2021 and have terms consistent with the unsecured revolving credit agreements.
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 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 March 31, 2020, the capacity under this facility was $150 million. The amount outstanding under this agreement was $96 million and $114 million at March 31, 2020 and December 31, 2019, respectively, and was fully offset by the posted collateral.
XML 40 R24.htm IDEA: XBRL DOCUMENT v3.20.1
Segment and Related Information
 3 Months Ended
Mar. 31, 2020
Segment Reporting [Abstract]  
Segment and Related Information 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 March 31,
 
2020
 
2019
 
(In millions)
Electric
$
15

 
$
14

Gas
4

 
2

Gas Storage and Pipelines
4

 
3

Power and Industrial Projects
94

 
145

Energy Trading
6

 
7

Corporate and Other
1

 
1

 
$
124

 
$
172


Financial data of DTE Energy's business segments follows:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Operating Revenues — Utility operations
 
 
 
Electric
$
1,212

 
$
1,235

Gas
540

 
645

Operating Revenues — Non-utility operations
 
 
 
Electric
4

 
—

Gas Storage and Pipelines
170

 
116

Power and Industrial Projects
307

 
388

Energy Trading
913

 
1,301

Corporate and Other
—

 
1

Reconciliation and Eliminations
(124
)
 
(172
)
Total
$
3,022

 
$
3,514


 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Net Income (Loss) Attributable to DTE Energy by Segment:
 
 
 
Electric
$
94

 
$
147

Gas
121

 
151

Gas Storage and Pipelines
72

 
48

Power and Industrial Projects
30

 
26

Energy Trading
34

 
32

Corporate and Other
(11
)
 
(3
)
Net Income Attributable to DTE Energy Company
$
340

 
$
401
XML 41 R62.htm IDEA: XBRL DOCUMENT v3.20.1
Fair Value (Gains and Losses and Proceeds from the Sale of Securities by the Nuclear Decommissioning Trust Funds) (Details) - DTE Electric - Nuclear decommissioning trust fund - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Debt Securities, Available-for-sale [Line Items]    
Realized gains $ 31 $ 11
Realized losses (16) (7)
Proceeds from sale of securities $ 439 $ 176
XML 42 R66.htm IDEA: XBRL DOCUMENT v3.20.1
Financial and Other Derivative Instruments (Details Textuals) - USD ($)
Mar. 31, 2020
Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]    
Letters of credit that could be used to offset net derivative liabilities $ 9,000,000 $ 4,000,000
Letters of credit received that could be used to offset net derivative assets 5,000,000 $ 8,000,000
Contractual obligation to post collateral in event of downgrade to below investment grade 381,000,000  
Derivative net liability position aggregate fair value 676,000,000  
Collateral already posted fair value 0  
Derivative net asset position, fair value 601,000,000  
Remaining amount of offsets to derivative net liability positions for hard and soft trigger provisions $ 75,000,000  
XML 43 R45.htm IDEA: XBRL DOCUMENT v3.20.1
Significant Accounting Policies (Roll-Forward of Activity for Financing Receivables Credit Loss Reserves) (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Financing Receivable, Allowance for Credit Loss [Roll Forward]    
Beginning balance $ 91  
Current period provision 35 $ 29
Write-offs charged against allowance (52)  
Recoveries of amounts previously written off 16  
Ending balance 90  
Trade accounts receivable    
Financing Receivable, Allowance for Credit Loss [Roll Forward]    
Beginning balance 87  
Current period provision 34  
Write-offs charged against allowance (51)  
Recoveries of amounts previously written off 16  
Ending balance 86  
Other receivables    
Financing Receivable, Allowance for Credit Loss [Roll Forward]    
Beginning balance 4  
Current period provision 1  
Write-offs charged against allowance (1)  
Recoveries of amounts previously written off 0  
Ending balance 4  
DTE Electric    
Financing Receivable, Allowance for Credit Loss [Roll Forward]    
Beginning balance 46  
Current period provision 17 $ 16
Write-offs charged against allowance (30)  
Recoveries of amounts previously written off 10  
Ending balance $ 43  
XML 44 R41.htm IDEA: XBRL DOCUMENT v3.20.1
Significant Accounting Policies (Other Income) (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Schedule of Other Nonoperating Income, by Component [Line Items]    
Equity earnings of equity method investees $ 29 $ 23
Income from REF entities 23 27
Contract services 7 8
Allowance for equity funds used during construction 6 7
Gains from equity and fixed income securities 0 17
Other 0 6
Total other income 65 88
DTE Electric    
Schedule of Other Nonoperating Income, by Component [Line Items]    
Contract services 7 8
Allowance for equity funds used during construction 6 6
Gains from equity and fixed income securities 0 17
Other 0 2
Total other income $ 13 $ 33
XML 45 R49.htm IDEA: XBRL DOCUMENT v3.20.1
Acquisitions (Purchase Price Allocation - Gas Storage and Pipelines Segment Acquisition) (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Dec. 04, 2019
Assets      
Goodwill $ 2,466 $ 2,464  
Gas Storage and Pipelines | Blue Union and LEAP      
Assets      
Cash     $ 62
Accounts receivable     31
Property, plant, and equipment, net     1,035
Goodwill $ 173   173
Other current assets     1
Total assets     2,775
Liabilities      
Accounts payable     26
Acquisition related deferred payment     380
Other current liabilities     2
Asset retirement obligations     9
Total liabilities     417
Total cash consideration     2,358
Gas Storage and Pipelines | Customer relationships | Blue Union and LEAP      
Assets      
Customer relationship intangibles     $ 1,473
XML 46 R21.htm IDEA: XBRL DOCUMENT v3.20.1
Leases
 3 Months Ended
Mar. 31, 2020
Leases [Abstract]  
Leases LEASES
Lessor
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.
The components of DTE Energy’s net investment in finance leases for remaining periods were as follows:
 
DTE Energy
 
March 31, 2020
 
(In millions)
2020
$
17

2021
19

2022
19

2023
19

2024
19

2025 and Thereafter
273

Total minimum future lease receipts
366

Residual value of leased pipeline
19

Less unearned income
208

Net investment in finance lease
177

Less current portion
7

 
$
170


Interest income recognized under finance leases was $4 million and $1 million for the three months ended March 31, 2020 and 2019, respectively.
DTE Energy’s lease income associated with operating leases was as follows:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Fixed payments
$
16

 
$
17

Variable payments
23

 
27

 
$
39

 
$
44
Leases LEASES
Lessor
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.
The components of DTE Energy’s net investment in finance leases for remaining periods were as follows:
 
DTE Energy
 
March 31, 2020
 
(In millions)
2020
$
17

2021
19

2022
19

2023
19

2024
19

2025 and Thereafter
273

Total minimum future lease receipts
366

Residual value of leased pipeline
19

Less unearned income
208

Net investment in finance lease
177

Less current portion
7

 
$
170


Interest income recognized under finance leases was $4 million and $1 million for the three months ended March 31, 2020 and 2019, respectively.
DTE Energy’s lease income associated with operating leases was as follows:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Fixed payments
$
16

 
$
17

Variable payments
23

 
27

 
$
39

 
$
44
XML 47 R25.htm IDEA: XBRL DOCUMENT v3.20.1
Significant Accounting Policies (Policies)
 3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Basis of Presentation
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.
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.
Reclassification
Certain prior year balances for the Registrants were reclassified to match the current year's Consolidated Financial Statements presentation.
Principles of Consolidation
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.
DTE Energy has variable interests in VIEs through certain of its long-term purchase and sale contracts. DTE Electric has variable interests in VIEs through certain of its long-term purchase contracts. As of March 31, 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 March 31, 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.
Changes in Accumulated Other Comprehensive Income (Loss)
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.
Cash, Cash Equivalents, and Restricted Cash
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
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 March 2020.
 
DTE Energy
 
DTE Electric
 
Year of origination
 
2020
 
2019
 
2018 and prior
 
Total
 
2020 and prior
 
(In millions)
Notes receivable
 
 
 
 
 
 
 
 
 
Internal grade 1
$
2

 
$
9

 
$
9

 
$
20

 
$
11

Internal grade 2
10

 
31

 
7

 
48

 
—

Total notes receivable
$
12

 
$
40

 
$
16

 
$
68

 
$
11

 
 
 
 
 
 
 
 
 
 
Net investment in leases
 
 
 
 
 
 
 
 
 
Net investment in leases, internal grade 1
$
—

 
$
—

 
$
43

 
$
43

 
$
—

Net investment in leases, internal grade 2
133

 
—

 
1

 
134

 
—

Total net investment in leases
$
133

 
$
—

 
$
44

 
$
177

 
$
—


The allowance for doubtful accounts on accounts receivable for the utility entities is generally calculated using the 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.
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.
Recently Adopted and Recently Issued 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.
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.
Fair Value Measurement
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 March 31, 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.
Nuclear Decommissioning Trusts and Other Investments
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.
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 $159 million and $151 million as of March 31, 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
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.
Fair Value Transfer 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.
Derivatives
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, buys and sells transportation capacity, and sells 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. DTE Gas may also sell forward transportation and storage capacity contracts. Forward transportation and storage contracts are generally not derivatives and are therefore accounted for under the accrual method.
Gas Storage and Pipelines — This segment is primarily engaged in services related to the gathering, transportation, and storage of natural gas. Primarily fixed-priced contracts are used in the marketing and management of transportation and storage services. Generally, these contracts are not derivatives and are therefore accounted for under the accrual method.
Power and Industrial Projects — This segment manages and operates energy and pulverized coal projects, a coke battery, reduced emissions fuel projects, 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.
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 March 31, 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.
Derivatives, Offsetting Fair Value Amounts
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 $9 million and $4 million outstanding at March 31, 2020 and December 31, 2019, respectively, 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 $5 million and $8 million at March 31, 2020 and December 31, 2019, respectively. Such balances of letters of credit are excluded from the tables below and are not netted with the recognized assets and liabilities in DTE Energy's Consolidated Statements of Financial Position.
For contracts with certain clearing agents, the fair value of derivative instruments is netted against realized positions with the net balance reflected as either 1) a Derivative asset or liability or 2) an Account receivable or payable. Other than certain clearing agents, Accounts receivable and Accounts payable that are subject to netting arrangements have not been offset against the fair value of Derivative assets and liabilities.
Derivatives, Methods of Accounting, Derivatives Not Designated or Qualifying as Hedges
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.
Income Tax
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.
XML 48 R29.htm IDEA: XBRL DOCUMENT v3.20.1
Revenue (Tables)
 3 Months Ended
Mar. 31, 2020
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue
The following is a summary of revenues disaggregated by segment for DTE Energy:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Electric(a)
 
 
 
Residential
$
599

 
$
553

Commercial
426

 
421

Industrial
156

 
163

Other(b)
35

 
98

Total Electric operating revenues(c)
$
1,216

 
$
1,235

 
 
 
 
Gas
 
 
 
Gas sales
$
394

 
$
477

End User Transportation
77

 
81

Intermediate Transportation
26

 
26

Other(b)
43

 
61

Total Gas operating revenues(d)
$
540

 
$
645

 
 
 
 
Other segment operating revenues
 
 
 
Gas Storage and Pipelines(e)
$
170

 
$
116

Power and Industrial Projects(f)
$
307

 
$
388

Energy Trading(g)
$
913

 
$
1,301

_______________________________________
(a)
Revenues under the Electric segment include $1,212 million related to DTE Electric and $4 million of Other revenues related to DTE Sustainable Generation.
(b)
Includes revenue adjustments related to various regulatory mechanisms.
(c)
Includes $4 million of other revenues outside the scope of Topic 606 for the three months ended March 31, 2020 and 2019.
(d)
Includes $2 million under Alternative Revenue Programs and $2 million of other revenues, which are outside the scope of Topic 606 for the three months ended March 31, 2020 and includes $3 million under Alternative Revenue Programs and $2 million of other revenues, which are both outside the scope of Topic 606 for the three months ended March 31, 2019.
(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 March 31, 2020 and 2019.
(f)
Includes revenues outside the scope of Topic 606 primarily related to $27 million and $31 million of contracts accounted for as leases for the three months ended March 31, 2020 and 2019, respectively.
(g)
Includes revenues outside the scope of Topic 606 primarily related to $637 million and $926 million of derivatives for the three months ended March 31, 2020 and 2019, respectively.
Summary of Deferred Revenue Activity
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
17

Revenue recognized that was included in the deferred revenue balance at the beginning of the period
(9
)
Ending Balance, March 31, 2020
$
83
Deferred Revenue Amounts Expected to be Recognized as Revenue in Future Periods
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
$
6

2021
50

2022
7

2023
3

2024
6

2025 and thereafter
11

 
$
83


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
$
186

 
$
6

2021
329

 
7

2022
272

 
7

2023
207

 
7

2024
135

 
7

2025 and thereafter
566

 
1

 
$
1,695

 
$
35
XML 49 R63.htm IDEA: XBRL DOCUMENT v3.20.1
Fair Value (Fair Value and Unrealized Gains and Losses for the Nuclear Decommissioning Trust Funds) (Details) - DTE Electric - Nuclear decommissioning trust fund - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Debt Securities, Available-for-sale [Line Items]    
Fair Value $ 1,439 $ 1,661
Fixed income securities, fair value 503 538
Private equity and other, fair value 62 43
Cash equivalents, fair value 82 34
Unrealized Gains 270 420
Fixed income securities, unrealized gains 26 24
Unrealized Losses (134) (40)
Fixed income securities, unrealized losses (6) (1)
Equity securities    
Debt Securities, Available-for-sale [Line Items]    
Fair Value 792 1,046
Unrealized Gains 244 396
Unrealized Losses $ (128) $ (39)
XML 50 R67.htm IDEA: XBRL DOCUMENT v3.20.1
Financial and Other Derivative Instruments (Net Cash Collateral Offsetting Arrangements) (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]    
Cash collateral recorded in Accounts receivable $ 10 $ 13
Cash collateral recorded in Accounts payable (3) (3)
Total net cash collateral posted (received) $ 7 $ 10
XML 51 R48.htm IDEA: XBRL DOCUMENT v3.20.1
Acquisitions (Purchase Price Allocation - Electric Segment Acquisition) (Details) - DTE Sustainable Generation - Electric - Heritage Sustainable Energy, Renewable Energy Project
$ in Millions
Sep. 12, 2019
USD ($)
Business Acquisition [Line Items]  
Property, plant, and equipment, net $ 60
Working capital 6
Total 175
Contract intangibles  
Business Acquisition [Line Items]  
Contract intangibles $ 109
XML 52 R44.htm IDEA: XBRL DOCUMENT v3.20.1
Significant Accounting Policies (Financing Receivables Classified by Internal Grade of Credit Risk) (Details)
$ in Millions
Mar. 31, 2020
USD ($)
Notes receivable  
Financing Receivable, Credit Quality Indicator [Line Items]  
2020 $ 12
2019 40
2018 and prior 16
Total 68
Notes receivable | Internal grade 1  
Financing Receivable, Credit Quality Indicator [Line Items]  
2020 2
2019 9
2018 and prior 9
Total 20
Notes receivable | Internal grade 2  
Financing Receivable, Credit Quality Indicator [Line Items]  
2020 10
2019 31
2018 and prior 7
Total 48
Net investment in leases  
Financing Receivable, Credit Quality Indicator [Line Items]  
2020 133
2019 0
2018 and prior 44
Total 177
Net investment in leases | Internal grade 1  
Financing Receivable, Credit Quality Indicator [Line Items]  
2020 0
2019 0
2018 and prior 43
Total 43
Net investment in leases | Internal grade 2  
Financing Receivable, Credit Quality Indicator [Line Items]  
2020 133
2019 0
2018 and prior 1
Total 134
DTE Electric | Notes receivable  
Financing Receivable, Credit Quality Indicator [Line Items]  
Total 11
DTE Electric | Notes receivable | Internal grade 1  
Financing Receivable, Credit Quality Indicator [Line Items]  
Total 11
DTE Electric | Notes receivable | Internal grade 2  
Financing Receivable, Credit Quality Indicator [Line Items]  
Total 0
DTE Electric | Net investment in leases  
Financing Receivable, Credit Quality Indicator [Line Items]  
Total 0
DTE Electric | Net investment in leases | Internal grade 1  
Financing Receivable, Credit Quality Indicator [Line Items]  
Total 0
DTE Electric | Net investment in leases | Internal grade 2  
Financing Receivable, Credit Quality Indicator [Line Items]  
Total $ 0
XML 53 R40.htm IDEA: XBRL DOCUMENT v3.20.1
Organization and Basis of Presentation (Non-Consolidated Variable Interest Entities) (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Variable Interest Entity [Line Items]    
Investments in equity method investees $ 1,867 $ 1,862
Notes receivable 217 202
Variable interest entity, non-consolidated    
Variable Interest Entity [Line Items]    
Investments in equity method investees 1,510 1,503
Notes receivable 28 21
Future funding commitments $ 33 $ 63
XML 54 R86.htm IDEA: XBRL DOCUMENT v3.20.1
Segment and Related Information (Financial Data - Net Income (Loss) Attributable to DTE Energy by Segment) (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Net Income Attributable to DTE Energy Company $ 340 $ 401
Electric    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Net Income Attributable to DTE Energy Company 94 147
Gas    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Net Income Attributable to DTE Energy Company 121 151
Gas Storage and Pipelines    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Net Income Attributable to DTE Energy Company 72 48
Power and Industrial Projects    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Net Income Attributable to DTE Energy Company 30 26
Energy Trading    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Net Income Attributable to DTE Energy Company 34 32
Corporate and Other    
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]    
Net Income Attributable to DTE Energy Company $ (11) $ (3)
XML 55 R76.htm IDEA: XBRL DOCUMENT v3.20.1
Short-Term Credit Arrangements and Borrowings (Details)
Mar. 31, 2020
USD ($)
Availability under combined facilities  
Maximum borrowing capacity $ 3,060,000,000
Amounts outstanding 1,362,000,000
Net availability 1,698,000,000
DTE Electric  
Availability under combined facilities  
Maximum borrowing capacity 500,000,000
Amounts outstanding 71,000,000
Net availability 429,000,000
DTE Gas  
Availability under combined facilities  
Maximum borrowing capacity 300,000,000
Amounts outstanding 153,000,000
Net availability 147,000,000
DTE Energy  
Availability under combined facilities  
Maximum borrowing capacity 2,260,000,000
Amounts outstanding 1,138,000,000
Net availability 1,122,000,000
Letters of credit  
Availability under combined facilities  
Amounts outstanding 231,000,000
Letters of credit | DTE Electric  
Availability under combined facilities  
Amounts outstanding 0
Letters of credit | DTE Gas  
Availability under combined facilities  
Amounts outstanding 0
Letters of credit | DTE Energy  
Availability under combined facilities  
Amounts outstanding 231,000,000
Letters of credit | Unsecured letter of credit facility, expiring in February 2021  
Availability under combined facilities  
Maximum borrowing capacity 150,000,000
Letters of credit | Unsecured letter of credit facility, expiring in February 2021 | DTE Electric  
Availability under combined facilities  
Maximum borrowing capacity 0
Letters of credit | Unsecured letter of credit facility, expiring in February 2021 | DTE Gas  
Availability under combined facilities  
Maximum borrowing capacity 0
Letters of credit | Unsecured letter of credit facility, expiring in February 2021 | DTE Energy  
Availability under combined facilities  
Maximum borrowing capacity 150,000,000
Letters of credit | Unsecured letter of credit facility, expiring in August 2021  
Availability under combined facilities  
Maximum borrowing capacity 110,000,000
Letters of credit | Unsecured letter of credit facility, expiring in August 2021 | DTE Electric  
Availability under combined facilities  
Maximum borrowing capacity 0
Letters of credit | Unsecured letter of credit facility, expiring in August 2021 | DTE Gas  
Availability under combined facilities  
Maximum borrowing capacity 0
Letters of credit | Unsecured letter of credit facility, expiring in August 2021 | DTE Energy  
Availability under combined facilities  
Maximum borrowing capacity 110,000,000
Unsecured term loan  
Availability under combined facilities  
Amounts outstanding 500,000,000
Unsecured term loan | DTE Electric  
Availability under combined facilities  
Amounts outstanding 0
Unsecured term loan | DTE Gas  
Availability under combined facilities  
Amounts outstanding 0
Unsecured term loan | DTE Energy  
Availability under combined facilities  
Amounts outstanding 500,000,000
Unsecured term loan | Unsecured term loan, expiring in March 2021  
Availability under combined facilities  
Maximum borrowing capacity 500,000,000
Unsecured term loan | Unsecured term loan, expiring in March 2021 | DTE Electric  
Availability under combined facilities  
Maximum borrowing capacity 0
Unsecured term loan | Unsecured term loan, expiring in March 2021 | DTE Gas  
Availability under combined facilities  
Maximum borrowing capacity 0
Unsecured term loan | Unsecured term loan, expiring in March 2021 | DTE Energy  
Availability under combined facilities  
Maximum borrowing capacity 500,000,000
Revolving credit facility  
Availability under combined facilities  
Amounts outstanding 450,000,000
Revolving credit facility | DTE Electric  
Availability under combined facilities  
Amounts outstanding 0
Revolving credit facility | DTE Gas  
Availability under combined facilities  
Amounts outstanding 150,000,000
Revolving credit facility | DTE Energy  
Availability under combined facilities  
Amounts outstanding 300,000,000
Revolving credit facility | Unsecured revolving credit facility, expiring April 2024  
Availability under combined facilities  
Maximum borrowing capacity 2,300,000,000
Revolving credit facility | Unsecured revolving credit facility, expiring April 2024 | DTE Electric  
Availability under combined facilities  
Maximum borrowing capacity 500,000,000
Revolving credit facility | Unsecured revolving credit facility, expiring April 2024 | DTE Gas  
Availability under combined facilities  
Maximum borrowing capacity 300,000,000
Revolving credit facility | Unsecured revolving credit facility, expiring April 2024 | DTE Energy  
Availability under combined facilities  
Maximum borrowing capacity 1,500,000,000
Commercial paper issuances  
Availability under combined facilities  
Amounts outstanding 181,000,000
Commercial paper issuances | DTE Electric  
Availability under combined facilities  
Amounts outstanding 71,000,000
Commercial paper issuances | DTE Gas  
Availability under combined facilities  
Amounts outstanding 3,000,000
Commercial paper issuances | DTE Energy  
Availability under combined facilities  
Amounts outstanding $ 107,000,000
XML 56 R72.htm IDEA: XBRL DOCUMENT v3.20.1
Long-Term Debt (Schedule of Issued Debt) (Details)
 3 Months Ended
Mar. 31, 2020
USD ($)
Debt Instrument [Line Items]  
Debt issued $ 1,100,000,000
Repayment of debt $ 300,000,000
DTE Electric | Mortgage Bonds | February 2020 2.25% Mortgage Bonds Maturing 2030  
Debt Instrument [Line Items]  
Interest rate 2.25%
Debt issued $ 600,000,000
DTE Electric | Mortgage Bonds | February 2020 2.95% Mortgage Bonds Maturing 2050  
Debt Instrument [Line Items]  
Interest rate 2.95%
Debt issued $ 500,000,000
DTE Electric | Senior Notes | March 2020 4.89% Senior Notes Maturing 2020  
Debt Instrument [Line Items]  
Interest rate 4.89%
Repayment of debt $ 300,000,000
XML 57 R82.htm IDEA: XBRL DOCUMENT v3.20.1
Retirement Benefits and Trusteed Assets (Details Textuals) - USD ($)
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Pension Benefits    
Defined Benefit Plan Disclosure [Line Items]    
Anticipated contributions, remainder of fiscal year (up to) $ 185,000,000  
Other Postretirement Benefits    
Defined Benefit Plan Disclosure [Line Items]    
Anticipated contributions, remainder of fiscal year (up to) 0  
DTE Electric | Pension Benefits    
Defined Benefit Plan Disclosure [Line Items]    
Pension cost 26,000,000 $ 23,000,000
Anticipated contributions, remainder of fiscal year (up to) $ 160,000,000  
XML 58 R51.htm IDEA: XBRL DOCUMENT v3.20.1
Revenue (Deferred Revenue) (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2020
USD ($)
Contract Liability [Roll Forward]  
Beginning Balance $ 75
Increases due to cash received or receivable, excluding amounts recognized as revenue during the period 17
Revenue recognized that was included in the deferred revenue balance at the beginning of the period (9)
Ending Balance $ 83
XML 59 R55.htm IDEA: XBRL DOCUMENT v3.20.1
Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Basic Earnings per Share    
Net Income Attributable to DTE Energy Company $ 340 $ 401
Less: Allocation of earnings to net restricted stock awards 1 1
Net income available to common shareholders — basic $ 339 $ 400
Average number of common shares outstanding — basic (in shares) 192.0 182.0
Basic Earnings per Common Share (in dollars per share) $ 1.77 $ 2.20
Diluted Earnings per Share    
Net Income Attributable to DTE Energy Company $ 340 $ 401
Less: Allocation of earnings to net restricted stock awards 1 1
Net income available to common shareholders — diluted $ 339 $ 400
Average number of common shares outstanding — basic (in shares) 192.0 182.0
Incremental shares attributable to:    
Average dilutive equity units, performance share awards, and stock options (in shares) 0.0 1.0
Average number of common shares outstanding — diluted (in shares) 192.0 183.0
Diluted Earnings per Common Share (in dollars per share) $ 1.76 $ 2.19
Antidilutive securities excluded from computation of earnings per share (in shares) 9.7  
ZIP 60 0000936340-20-000171-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0000936340-20-000171-xbrl.zip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�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

-/!II;VU3:D'%FL:1SY#@W.:%W(&+7M+,N\>TA3C):[5 M8JX'D:YHGTDF'UODIJZ*"PM4JD6!3*\/:@HAY#>$F9Y,$LMQ MPPJ H_'4\M!VY\;C&AK/^=K F'E>V=XR^X"M1S 25L<*#W:/3[JMWN[A<:NS MLW_:[G2/*:ZTVSDZ/&IM6%SI<%VT_2I5P@4$+J'SHG#T:M!WG3XI@(&+P^C7 M?0'I46V8JH&[ZU9D'R6Q;_ [*<:]A+DH:[SY+YMA3ZQ3'.P1((75_K6Y]DLW M=4\Q(6R :P41 H^YE*2H[52$]&S)MY0Z$D!"&+NQ@K(E3)ES)O2Y,'NP<'_& MG5I"!L20)7C*K5+3;8\0B:A1*-3"F=NPI@!>557]2SR!S&/[2ML?-D, URD6 MYADO4VJ(][I5=W717=\"O/I8GU*+]].+_K>IQ6LX4#>O+&]#U.0Z10#KW>AH MEE5OB@<%1?11065CH4Z#LG'A.E\6X]5& %1P@&6(P7-N@"%D539H1>/5Q+YR M8'L )J3ZG8PSZ1M2>Z;C@"^,2Y,OR@G@L]V>TQL-;X88=/&*_$8)BQE\G8X: M^.176#Z-7!2M'63WA;9;0'9A'G/POK6'Y+F;(>WK%.6RXGJ79W3P01_G?#%H MCG88?YFPR. /(X2"5"ZNL:K@ BMBE"%E'&I56%.TXVIKO-+?[4##P;W3@_;N M_L'1ZZ!X<;YN\>KR]C/SH[._OEAUHKOM'>[5VCNG9CGV M=WL[.X?'U.9SMWO:.C[GY9S#NV8/!S$JC'ZK]U4] PP!Q"6/2IH6QIWO$ M#%=F8"B=F/69#L!,ALL[;6.2MMI'L2)=5/?'Y6/6<*J4!$\WG7P!4:! M19?(-%Q:;],-9RK#27@XCJB.:BBR:4(=P,H4! G^F(!W43X8J6*>"7/)MY0< MEV$RSZ 003YBE#/4U()D4F^>K(+R3L+BB;L*X;K%%(9#Y0S -Y%PSSSOM1AK MX[LX&Y*+7J?0W;6B0@V%"EC7'?* .K-X(?Q2',4ZP;$M^)@FL^2&P4>$& %6 MA3S_1ETCR)>-.0TQ9".?Z4JS52AXLTQ8$FM>6"/BF3CN0;^-'=6&",@Z!2VZ M0+^O*ZP)19<5(\31V3 ^" ?57O\K<3TN$:QVETQ*56BX)'*V?*\S5T0HGK;D M";>/^<9Y.1SY+803*L%REBJMU4,F-IK8 DI6@^D/(W*1 )/[(BX MF 3]S!3BDA6HJIW7;"$NI((#@[QZ H-*M"$6MY:4'5Z22QO )8HPMGM&Z@;LC+KU/!AV>4&'A "*QX?U232.TTWK0)@G5CM^TM;*348 M5!8D;KT [*[A-8I @BJ,=^I./0P+;&XC4<>6;W%-M:7'E0:;<.1A%1/GRXVC M'FUU>##'BS+#D, )$)VLD%]D4R"X5=!R(DR0N3R$.@_9N?\VR^^CAWQA/ 4C M+?F4,@+2IPY0B^^F^2R%DF"\#79'64SLGI4SMPRK9+Y<=://W>O+LXOKJ#NL MHJUK8*.F=SP[.\/2S\7@??3Q?=1N';S;VS?S121VV:RB0_UB6.76]]K9!]^K MU=[>?NO@A!KUBR,3@8-7SSM9:8'*>CBST&RVL$EDWR$J[X?:"KEU/39>G;' MP6^\N#<.7GF;S8V3*8N#C1TG1FJK:$P%':M%*PYVDD9"PQZX]7JF)?O"RV)S5<0KZYNCWL: 'N CMFYO)3BX@A;L4:JT&, M@;]1XVHQ@54,>5Z@*6+X%7&QP1Y]_7BA7#9)Q[PS_MNS]U[?*@"T\J7O$[ R M,2BRO 78[OM6&SUL?"N2-#:#C>]H@^_[I$].!0=J/,R!(?D8'@_2" MKA#*0.F2Q)B*Q4,#S(H#]4)_234+M>9O-MR$]5V@CC.XPS"?PQZ''ZLC[*=J M?8V\-M@&:0&!RXA881=(D'F3-B1#;>&-JX6Q%284FZ:C^/6W[;^G^F1>9:I: M#PM[M#''&\GR,Y2 $2=\4<*52DM.NY74@0<;O)#KM)+L*B%[]%RE<(Q!DT\6 M9,]8HS,I1O#'"5)MY45#O@DLAP(AIB>Y\\OLV5L[LU$K.NQXK+8M.S"VEV-T **6L- MV%'L$@5;O_&:0.J\CN)43,C17G!'[='AJN?)F6H07^=Z ?P;*.F?+"?6[?4; M.TK/;$=WX4ILI!S\C6*Z?Y"S4 W3-*JXJ7^9-8L22?1 M7]]#B]J<(UA6TGYEM'YFYM\(RH\P.& MI)=R.OKU ]KPE![#34^-\J8(IXMC!A5QC7 \"]MKO$F )LLMBS=\A&SP\ T6 MG^,9 /8)I0)X:-+/&IW;I'V,49Z1 M@4YJC+*?%*X%# 98[[6.Z&-)CEN&30K/RQUX-"Z48LY-/VZFPV8/M0?@;#]E M:J0MI9T&9&DR,[#]TRE_I>K1-XQWKES:6*)#^!LDJV A3IDU)U\B$VB;>7T? M-*V.E5K/MGA/JU-MH2^7Y,A-F1#G= Z2'%HZV0O5WJ\\#M7Q3# M)B@G/!0=HQO+,,#'5@P0NZ>$T['%!'6D(NY-Q7U?/Z(5&=\3-^WR:/WK%\"^ M@L!YK"^K,Z;$\T5EFRZXP4X.@HZM0"A^Q.-58A/64UDW#MI[79V MVX)25?'BNI:(Q+N*YFE251QR)F2=B[70;?0C\4'RT,&#>ZY0IC:EC00LMI@A M.BN923#)QY:!FVH>A5P5 G9X!.K;4(_EJX 9F>5.8TI/!PW2&5&F+&A^%L,C M^/?^B\2NO:/MXKX$X1KSHC\(>UV./A*AWL@1)Y=,:S&@P)N#DX-P6R^39J-Q M=%PHZLO'D+5*,>WLG>YV3DX.]TYWVD=[[<[I:;M'BJFSUSXZW5OC*M+?UZJ( M]++_^;)_U3^_[E(E*12.?NU>7G;/K\_Z*RM&6_NM_M%N[PAJ>(_;)P?[>SU> M@KW]@\/=HTTZ&W8WI&+TLL$#^^H\L,!V>VF,Q=J UO'S?#Y4'!2!*'_6(#Y[ M,-X,8SY!$EQ(D[W 'HLWR0S2$G%D#+]L9#Y">F BY\(S^";/1Y'E/'*PSTER M;^7A'XLB*T?94,QH:@&MGK8AF)9U*\DCY $&*#C-0]F@>5H@,GQ%P"Q@(%J5 M(F4+C"HNE2/T:"D6_QC^'6/TA=MEZO%8CA?5V@8^-P:"JEL-X(G+82$B-(K @BP6[D'& M_:=GW J:N4?T\S9$V->IO/ \%PLZJ!]TMC1U(F!/E1?CP=;A.1L4O/ML@HR% M1AKC:$7/X!X;X(!\]^)Q"NKY1-UT7PQLJA'YPBZ(?_:> !/X-ZO(\CP<" M1Z!DXBC,4Q >[QY(3)N2Z-BGP^JHF)24Q8(I%N:T5E!5Y\'(RA][_H#1\5B+ MP803+[ M5BSFU1 QDV4^,6H9_EVD;&IP3<@4M+G9A0OL%5UF9DF3 @MOG$Z5CGNV^9_E M#]B07;%N-9'=A9E/(V-7+H=5@_T[L!9I(W=(CQ?%+"MO*<2APC Q-#$H)D S MG);<722B-DQ,)\'B5,8,S@&YR AAZZ@Y;0PHYA N#@(( )0K,DS*VV@,_H"# MDW'_[\_&II#+L&8IHT;R$86HF>89"1()?+C+ :[UA53G)*JOA M"\E.8,[CL2X^1C7W9W=9D5O31XSG1KO5&C_CU=0:-E<*9O*B,"/V,9(WH/+Q M9L4@JU#/1SY5ZQ S-0./,V22?4LI>XB"F=0%N<\[AVVSA&230K/ELX3XK:LX M3^Q8/MK%>WDYI^>K8'B](,].M79!.R$#SPY-!;9RK2603?"3)ON3E>*/.(*Q M\P0]5=1,(P0(BD5)=KHH?U\I/E,@8QEGT[1+JL^(W[,DA#-^/RZG&Z(HUZDZ M%&%7_H'_" 60-J>7ZBLN3U]FE7"FFGL5L!WKZ\V/$"J Y_D??\:VU269"W. M.2@MNU+Z%)[E.JR*O51_WQ&,+-O MAUEAE +5.)44$'S*?K#J'5&H-)U&S6^)V_8IKU<(W?)!,H7.!X!(5%4(,1"Y%XC$FGN8)^CUP0]"LH$''1K)9 M TM;M?" -H+Q],%OB(99IT+!\SSJ7YY==:-^'522%Q3DL9(-A"I#2>DBNC*L M]8 %_#Q)-B6\O4XHI*NA\2070LIQ'&UU(=B*4G[F:$^V+7^<46R8L<;:RAF% M94%K15NGYF*ZRQYPU%^EH!VV7>$D+-!*OS:;2/8?GH0=5&?F_I< /%I >4AQ MEPV!LH>/DE0ZDH),2'M2WP>F?#L5C U MXAW\)V^(>/YCC<33[)7H/,T$C^8.IQD?.Z1&NF.(-2-W+7KW3U$E>!7>XZNY M_ZA([D'Q9W(TL%KY!"3F<%CG#^:I(#(UOLY9VF@3H:FL#\H,X23,XZ*@,KDY M8=@'FN/]RS*M2B%XV5+)G&F:S!2D&T?3A:L5STNYS?:#FK6FX#CXL"HV_F07 MPV?XF2;?>$#6D[&1TYA"I\!;&159B5F!!$TS,YZIL8O,P8ZU+# /[KE-S0!V M6_OP#%KL//SRZ&!/QE_3&KU\M"G4;=_6:-\]>\^Q1N124X[#(T:*FCLE33O) MP9@;OLQ*(@S2 6M8>_LT0<]!H+!YDVBZJ=^M %G[>L63E^@,[,O5,";ZZD<' MM"'R.5DC^>R[(&J*S Y ><:U=S::H6I$BM18_84H?NH-J50((-^Q*V/\!#W. M[)+N\)_80R,T3%FM6Q&:D_E4/J@,@UP[2.7+W/I M#0+@PC7'?#1%^18T-E.+MNG]+HJVS]- M1UCQRIT^HJN'TDC/ME6 7E&!4>PUB#[G/L%]QJUC>[#)\"/J;*W&3]J09D.F M APW.$[*9TQ*>.,/JB@("US$!-$O@8Y&[2V41?)'3[57K*#X'N_-MGEXAT1\ MQ@I#=VIK9^]_;LOM[I+)@HTRF"8R"9]F9I)?!3"@(%+B<,"]C?1(;,UTB$KS2@)I_L^ JT$BGG=P&ZJH7FT8*B@5O)3IIN$ MWA[QLC2#"OAQ?N=1A\#B(VI\MS>0>BTHXVJ$G@]#2JM-B5MI.C=/Y"./95"N M2\2^1!!/"46"S*5%\@>G976844?R40:WRO\[< MCWKT(V0Y-=^VCW9;E/2&-JKI:'M#]DZ^1GO'.W_1K8>8SY2J.T#S 14\U*'J M=/X\GP!OETU:#-,1$H-0$01C)F;0)A3A$5FE3'W'!A_KZIBE^8H ;!37=S.G MXWPDSTC(=6++4Q)'[(#P;R!U*PF1+M#O]LPS%G/ 9D^=\263@53/=Y(.2P(#,)XCM2.*'B"?6/U<@14Q>8#?IJF MZ7V7OM/2Q<$.W!28\>KHW:O#;K6O7J>< ?7PZ,M)/UQWG]C/A:Q>=DP)RW2B M3G/%@H\\FIZ#4]DTJN#ET,]&/6TT.3($IZ6A P3R])%K8DLTQ:PU M/T)?QZ@^LQB$1++!(0!,RNJ8SPD,A(NAN086;/FI(ZIVVCQ6086OKY$J7FG&K-A$-A.9"0&YAZE!?/ER6# >T3K@ [CQ&\X1Q)Q( MO^0B9HQ/W>,4N,W(JERH4@T MGEFB%-LYDUF#&Y+7'HX&ECQ,8A(>6(BF*IE](^*K(1H/<=1ITY1]>7_UOO<^ M@C\./M#_[G7:[2BMWD=E^L_W;XV=67["O!A!HSL^V\4%%Z<$-W-HEF," *UD M@DEDMP;+AQ1S EG?]389:3,;4C$0+<+"!@"]Y,4XS3@##U'W8;#BRY^V(1KD MGVND09J"*9"\0*O-(\(^BS6:Y^Y28FGX3#>R(#WD8EE/X.\7XI+' M^ZI(R($KF!M[3 6X?$IQ=W>W?7RPO]-I[1]V3_;W#EK4 M0'CO\*#3.]Q9WS+A]:H2[EW\WC_OGE]?11>GT?5O_>CXXO+RXFO_MTUZGU]XY[I[N'M+D=X].3O?ZFU0@O+_IZTF]N3'6'64DNZ5,WPKS^0]4.H32G MJ=^H&\ ZLW\NJ!S7?%S1:Y"K-+4T#5[9!]T8?=5)>H;/3=C9,F7=/H% M! THPT3.')C:B) 6H)CE!:,IDR3C$HT,G'+N4UY1EPRAH##:$0GE,"9'XJ.* MH4IA4;1EU%@U;EP%\ H*2HX292<]0(+X@)FQG$M&5HWS/2&+(B, /L!T*&A" M9'!14E5FJ]'&\D09QX8;J&RLO45J(YQD6]FZ(7IW?:@"5NV$3["D8) 2K/ , MTBWPQTNLTT\L)D_5M%-[?2:/=^ <(>ZB[H7S1<7-@>5"R@!*;4-9YL8KMND& M:L ]!;@-U\*"]D60+[9ZS,IOR)<#(<^2+ ; -# JSMU:04FD[%K@))Q;R>\Q MV2C?JKJ*+1=$I'Z $'PMT\GXG7V);5OF!:<*%\S"OJ/J5]J;CR0SN @HW93M ML3[L!RO-$M*"-N7N&B#TOV.M,F#<7\M288WKY4MQPS@FE]0]E>O[MX2@!;'Q M %T'8@XBKQZ#=-UF1D9_GNW//=N][>;H>L.SVZW9 ZT(,:7RO(.-YD&1EC=K M:=C1]%3A@51,@G,ME8P2X5II" M PXNTS K=1AV8 A9#FW_48+@:2LD^9Y*7 MI7]_+ A-1D >8!1BOB@E01DF=6L]0QOA3U7R#;,)QBB]O\T)XX3.FBNZ]6X" MAT6:5K6&N9L&>UH?DHM5.^GWK!0,VB4JFY<8!=V**P M@*/*IEP&A%EK^ N$ MQOPW!A#1-",A) )+O[[1DE86+K4NX"E+Q7>76N&-">:8X#8B]?HM5>5-: 5 UL,)"#]7E(QL18FUNPF32-;=C^R6 M93>:3!H19V$A/@1=%DQ!8/YK-E*S)>??13FE$@*ZSPL")1WV*Y1]A"-1=AJ/W^'CUME#R4JA0BI3:B MFFMF;&Q8,)2+-(W^N<"@A:L#&AM[UQS\#Z!^&OCUC.A2^U%+.< _X!M%7,[U M*2F&MYKO;:<5^^1Y@V1";:AOP9%<5J3C_<0'75NC@U\1+0T9!OS>^VWIT08" MOS,[/756OM6NLD_ IZ>$G74>#L<'[C)PSO6L$L??R)O$AE=X_=XL_Y;]@IZS MA=KMQ_?0BOVQ:GO@];SJ372(M>W15) ;XF!GR,&*AP+T"GG^'AI+L$N-,I9. M9?*4/V#7AMNC]MA7W;WU-\ZXHRT>>.![4+Z!N+QGMFNJ^>NS.333>XBQW9I] MG?9RL!9+Z';JUP)JY]QWR6%: 84D-8>VW5B]W5L=[J=H,QC$/,C,[?*%+=&J M/47W)O-K]%5?%S['+R6BRI;%!NN@=5)"?ENQ%>7V//L$IR:KJV2S*PLH%-E- M2C1N1S>3YGI]UV07'_OF'79I<*8 \R)F-"W(*U%0-UDG^B6DB M MI3R_4G7>V> &V[H4FW2RI9)V!S]^8ZM<96]L$\+UV&N\D\P,+SP#3PVS3A M(2*KZ1K\-?(EVXT/F[C4#!5/$OJT(AV/)!Y&?HUMXTBZ9 @V8B<-J<)\&I1\ M<.Z'^2JQZQD/<'D<=*O4UKU>@!21R5ZF1:2SN(OCG=^9G0T!R*17T< _JP@>GF/M) M*I=O917#E?"<*"N(@E$MJU&GHX:1A0F3.F(KGQ%"-$C]SA-6D? F#"EYRMQP M/P @!JAJC6<*FCQ!Z!U[$H[T\:RF"ANZ>&[RN MZ[2PHL+B:+#P3\NM/397CR51= +GIYQ30V;W!Y:)BJG07#/&KA1JDV]&6B6 M,]CV2)^,=GFP?UTFM@O8U?^=3.3[K>X%:Q/KUH MSK64\6OBJ"9?MTI&(+4O&Q,H'C9B,W#/(7[C*(/UL U:203U<]\VS_):55=G MGO+TZ&/_/:YL,\G67?W__KMII. M_I_A?^X?[G0ZJ*;F_YD5^>0=CH=+ZVF*C('U_B:_XT^2&1VC]HT]N4Z:F]H* M-"!E-V?@]YV5FB""MF](QG%]U.&JV(AC7H$E:*+=> V4MX)'4(H!0?P_R7V6 M$^&L+([N'N[M[>QU]T]:AWNG_59KW^Q1JL\].6ZW6_L;5I^[LPD;Y1P* U^M M.!>0CE#_E4%-"\< G9,=U-Z7?WXE+ZCMG]6\KRA.4 7UBN6[V/$J)@KTF'#B M1H:8N1-L3EMY!24TQFH TX4LGL]29K6$=JK!R94:VS=&4ASM_SL@*5 2*'5? MKP8UGSY2#,IUGW85N9I U9XB-0N%LS#6,-!UJ(RF-_*#VF=H[%+S/>H-L;J( MN>>!3#Y;Y_=((:&N$@RK">%=N99P9'P$KY"P 8/Y:[?[N=9:#UBB$R.0J4P M@DW?.&CRA@*Y?A(I5<8#Y,KBHGUS!%'Q6U%R0".&IO(I9IR-C-HH!P+H4W!# MLJ%<:KS?5)@ /! 8?UYD2!K,KKC%'4(O/ )[64@O20]&=D%8;5FXKO< L9]2 M*78")7G?S>;8VF]M*Q@%MI:"9L-.(!^5[Y^RO=D)[X^>K&'OKS%S)E--0VK$ M'B:=FP7GQ3>OV?K4J,.20@;$=;&8D3M . @IUS3:>W<+SODD*0)*$&^N(*Q3FNM+Q:R722D(IL$BFZ!5[;4@P_2V2P^D MQL2:#@JJL8$B>SZ1I1C=G*035;I.I?&8.>5TN2LI0,O,(K)449S?G"^Q0@#/ M2H:"(20U,\(>[;42NWM@IG#M*Z>)$>,J*)E#&P'93\R/QL"68O-L :V17UU M;OS03@P-Q(T5T7624-)4HY2B?DV-!3=WFM?O1-!!Z<8LSAG.P8)V\R#!VH9#UMRJ<*".:NC5@/'N:S&9PI'N M-M>FW*E4@'$Y,L=PKND5MW84M?5 ^)4=L[,SG<,NF8TBJUJ?N>9HVD9^VK10 MYXD KX>'!T!TL)]%K6E/[04W6%=MH+*Z2F? Y6EUEJ^5_FIL5J64C@[CNJYI MWKF-Q)\I-E61DKQ1.J@TZ(:\-/0CIZ(U!_EL5/X!^>XWE8JU$XM'&]=_#/WL M<"T38UD,T^P.S%TOJVU[ M+AC/*AV<:7QX;0.#$Q-SH%Z@_L]55YN&27P) ;YHBEZ->4E[A^OKIM=8ZI?'N<;1U_(PAT$V) M^$\6E>?O"6L1*CVV,7L-[5->]M;&ZHY.KOM1?V+DQ%BEGDD>%$0PE =-R$5Q M9^YG+N,>NE!OH&[#5Z??H32^!"DR9@98G2!,-2LV*(> 3;>SK1:$]]6/C0PF MSAR%,2=I;_A+#K!PYU&KG!=V;MT_9I08N:V"D"%OFV_>*)[U#4*.GLE^$PN M"!B%2LU#X*'="FC;#3E&-X,/LF?AE.>)!$0$1/LRM-"W-%3O3V+1^);&?O33 M!WS.["@QF2)Q3)O+\J&#$G)0AB7X0EDYG.1,MN%U,JJ'Y39$V#:#75%UPB6Y M>[&(!1+F9$4S^P@RC?"=3,HQA^A[-G0 B"A1I9'VMMS?ZJG<01^6B'R#F+_" MT*-L3(T,14>&@/>&4Q$(U'V^FJC$=JB*ZPS/0]5!#"-VHVDVDYZ1+V!7VI - MM1F,?6^+^+RDZA443]L@SF4^PWZG]1Z&"K2R*#DL2A]!JGU1,,5E(WHS(\3, M"T"?$CQ#\RT,,]E&:%@12'$B*7!Y\'JQN?RAWQ:0P&B6:+#6;# 65]7_L@=JHJ W MMRZ-2X-B4+ZQ) />Q)L![\ZE1N/RS,T3R -0MF$E+K?7W^_T#EN]H_;N:>OH M=&>WTVH1+O?TY/!X]V"-FQ:=K577HO[O?6Y9=-(_[7[Y>+UJUG?[QT?=XVZO MVVUU>ZW.4;O5V\%9W]_I=W8/]C8)#;V_(=V*D"J@5%P!+SDSSKPVU>-\,B'] MFM)#MMXPY?EJKR$I3RD&'E*Z+?!D?T*HGSV8Z^7F*'5?>8A<7W YSX!\&HQ, MH-RPR4II(3'BMG3FYZ#E/PBA]"-/090,F#;Y[%$8?EZ0N>ZB3PJD.$Y3180G MG0=X-$N#67"K\YQCRWB,09687[NJRO0?>>'-D,/UR2I ^]0'CSF:HTU)84R9 MZH$X:H,:HTBRIN'G4D;(GI[8I-M/Z*MH3>&[U*^#!.(IUV:QB6T==P.,TZ&S'0M?" MK1%4PZ94#'N+_X%B*9M/:HCB/VE('-AZZL"P<3P5 &U.=*_/@&ZX!@.*H.6Q6:?<%ICU]ETFBVF%HBJCEA,CDC_*ITDP1"4 MNE&!0H)T+YRB!TM *6RW\OUJGOV@+>"'2[\)=6,O'V*HX/$+/\QF0 MF6-! EQJ<_WU'AW-J;TMSCLAG1\DW08I%HD_P5!Q*5,CW.7P-ATM@!MG"M%M M!&?82"32SG!P 2)KD[1@!,C(;+[9R,_8Q@[B[.]4MEM395A#JVQR2 M[2D/M(@W7&X78GKQ&U.13/,(8JG-XK2A!%[I+;TWRS#B:Y>.LB*DT:7EA5Y7 MVTI"9$&Q;:E)=6^L&!6&DT1Q-/@2%U,,V:-Q0-FBJE+S(1$R:! .,N-1X\]B MHN6T03KE)E,,.QE!G#/B:$25&&- -XPXN$5A,\NJA/(.SW>_4C]J>M?@1< 2 M"N@UO0;8C-"U4\KGS^8<'^L3CG[)\>%R!-3(\@%_!"##DD"+4 .!?TF/S07) M+?T<4A!H$H,U@4='!858"AGKW](^3MV#7#G7!,$1I?5#ZRJ@)WZ42EZ3=1;*-_F'.,6#:-8HL&R>P;1'59 M$^63.U1$B+6C'TTRLRM&?#S<9W3H+>:PN_+B)IEQ#-H<$N#IW @MX A$UX:O M*S)>X4>3+!TS6&F*E50<9:4^I6ZBG<*>)/>>WA2 X+1$%B)3Q@^E- Q4!?/C/C#F)C MRW+0?P-/:XQOB)%PJW(M"HKL95Y+W=NRQFEO=;62'"4PKNTE&2]4_J/E*:N, M+N6^H^&- B-\E)7 $,--),Q=D@>VR!.A$3:S$LK($CL!5N8#69G(( MJD=N/0)+?729^(WC-UBO^)D+Y@7XZJ&C9ZFV2D)$KG>?L&'F-@.4-LZUA=L3 M0Q(*4%;BZ+4?:(L^FWQQN*@Z'Q?AW;^EH0(F&YGRDR2MEXY]*29(UZXQ1_L64;MI7%;URW.UFA[JX/1K?8N_'O'^M2*UN MC7//?W&.2,X0V:<6E$R0YSHY() 0+IG,2^-;1>W.Z%W'E9:YH>)4[K7^)R8D M)S>[*'Z(A>G,0Z89Z>OJUJ%C[5[L% MKTBO'[Z>5J*;L]G7IUW52M^M?WEVU8VZ8R 7A+[2O("6ALB:MHJV33I6\-J$ M?1UB?2!:4MQ)]BV=J$)&\SCVX):>JX\=R2$(#OM7N&WBI:)_B=QI6M6HU9$[ M'V<"\\D?@N@\F)$9'4=(5)=R$F]4)/?)))31QV88N8.3Z),9=<80IB+Z/$EF M'WA#Z4?7'29J)N#0/TMNM!F[9)TJ\+Q=TE35%6-4.VQ94V8B\;%J0#-!8IKD M0:0K:&05B$S,=&X1'EQ8^).P$%SGP!IUNL SDL+IN?$:^=M>,C=.V$3$P]M* MK??[>[^TU[.J (NO,"\ %CG#TG#4MH\&>__F^_0FY[H*,S=/GV*%_JY_*R3X M,U5*VVG%;VB U!;RI59(?>H\)MZ$NL,;40E)>&6*S3@P;5*"+<^L_WW,HT!C M)>.[5N^NC;*I9U021[(-NP#UUF;HFW^LD;[I4F11RKX\")67KI5T*A,EVT"V M5T'FV>2=]ZVV)._X-&(ORUIC1@[NS(1SL4YFMT->B.M&WE 1GAT3 BA!U=!CXXQAF:7 MF46#AX [V4TH9W&(-LT6QEEZ>B$HYQJ"$*U<\H**:0 9EWM,>\YSE96T E'= MTJCE.\OC XVOQRB M[Q6H%E06Q^HY;[)#PB'H_?+#NP3["KWB#EE93'!XK.A&P1T'J5$L8ZI7RVWPDY.=L)OI_E H#&2>^:S9?&!&2&.- MH\ZSS#0T$%80Q!4FE74!, MGH4D51.&)$"*O!$#E PKAE4!1P#$NBFV1OV^MAPJ#$RLQ80FAGO49T@DP9?B M^8MW@+_43;8C:P82#$SXVII-7L*%3VQ(4#[V>\'95_!D)0];\FI8G_=P^TX# M"_;(J6F&UXP%,H/Y9,3]UU N M)IX7%C4+B,:""7$:BDJ\7H)&-5S;.R.($64/ -:XZ91FI?Y:RAC"+_E/B\C. MJEKI0\AM SJJNYUNYV2CVI\<;$C[ M$Q0*U\,NI78[K\:D=QF8K9.X(T>'V/"&H+8'0"'@(U M.9X0_U@463DBR_4%FZ/U9BP7"[U$:Q'XH*AD'9T8G#=84-T^ MS*K"92/&(W+%D EG@$_."Z&BC?IF-;%7&8TIU9?Q'[JYH!=@/7S?.M!90IA5 MI-F:,%\LV(: 1@>>J(DRN.Q'XR"&BKR%HQ0 ,(CR61C??2AD&HG8OHRJ_PY( M-@"13P65WU'5I@7FV>WYNQ]FZP_,#1JZK\^5(+!+2]>&-YCB-544]23'92L(3X MI&2R346!V>Q).@3>\,Z+H,)0;9^FT8+0RDD)72$3NBFFPPDSDE@SD6NQ$M8T M5(V5J%0U;W4\>5T%6.E5(#07L M2#THI3 #N1@\B"-$GH0-DL4NR.]:F3JVRF#< M#?HC :U4:A*@<]!@GBRC@7F^23N3UR^D?61#6D^3V. MNOWNX?YNO[VSV]WI]X^..UTR/$]VCW;W7HW?XP\R/#N;8'A>#8TL)5 30$>^ M1<*\)$CT-8B3@\WF.N&1[5,/;DN--Q^6MB(?V*]I0V?FMVK "F!KTV@%2 %W MO*0@SM(PD=W@ZA2#;6&C'_:FQ,,.C<8SZ$%KS@.D*!9[BC:\*'U!*=!=!0[@ M,)P2"\ JH=Y@([:B(]+-G/#/[G&;4,]B7J<+Y1-C-V)94.P&.)XQ-( MR2E73M$;5*BB_?SDTN;P+#;"\7N;XSN.T<=0^[^YW=7G^GM<,A= BM[[Q:QN(/4H^[FZ >636PLCI)AX@'>:T >C+\ M-LOON3D6\ZX1#Z[R-B8/GC05'!N(5 J\9K(HC3:@>D^ZE.G$H#F6M;\AN)H6 M'!<+7:E=P*H$+9I&#OF"* W7Y!MV!KZ 9%-5*[>8S76PA,W>H]H'[?=[ISV]OO'K9/CSLYIOT], M:@<[1ZV=SNF&J9*]35 ET"QD2E5%+TW"7:OL!0:2:>O2_34SQY:?VP#)*=)L M.@""A5JZ?!MXQ2N+25(DB6&=!02@AZ@ M<]:GCUP-2[ 6@X#=,%C"*13QI0C_ZSC+C0630YM7Z,LR-=:%^0>U6<4+N P+RNDGX6V@MRQ,"MQOJ;"9>;,E$*XC^^-SBESR%V0^F'O2GI\ MYC/N'4QY)2KQ-.,K=+VI6S4VA:#'G"[;8LK$?;N\2:9 MG5?$)!L7VNNU70^E(2DOA6%15__Q4D)E#S9=:>?<1OC7-VBM0M0Z(^7R55:! M*%&B?)71!GB6,@N*1.M)4R#"L7!1LD7U+A^_F^?#;VGE9E)%LU1-BPW+FB%L MZYWDAO"H[EK:7 GI+H3 186W!- ;6YYEN6B:CZP:CZE$3C:?3L[;P&5U6Z#S M:)8;? :1/0Q"ZX)175"Y+8$QNHS#N7Z@B'W=O'"Q.Q;SB)5TP^;V3X0@7YJ5 MX1D!BT@(7%FBYX"LCO:.ND=[A_N[NY!0[!P>] [WR<[8/>X<'FZ:R[*_"7;& MU6((129FW7!-7VIGD&!,\2R"4)]7/@@T[$25O(1-S'=O;9S$"D\4?9&@)K?( M@V0,^:4$A0Y.Q/ #&@SO+P\WI?:'L3IUOJL&F7ZZ#D@3"K M$[;),2?$PB390+U&9E*586UV<#!8YFF7_ \G9=9P U@A+(%B')6/<8F73T\L MW;YM43D5JA?H)F)\@XO<;!B=ZGON;=3DRRR#&;BJ,*ID/NR:GQO]B J-^X5A MZ8%(!;5[P1?%IPWP>!M2N12[F\5\LBA#GC%;?BB"@ZDN7 *=@M$$%G7;E<[( MVC3@ C;+2&4AY_B]-%D;"?#UCCJ9$\DV7<_*.>8H9*Q@5(!Y-:ML%#N'K$8+ M'8/RU]4QN ?K[3BFS(VQ2?*(C U,Y],=,2GY2"'P2BY 3QHTGX :,F$Z0=N?>+NFS_=Z# M=KO;[K?ZO5ZWN]<]/>@<=-CO/3CI[!^O-8/XFJ%^/YU=]?H?/W;/^Q=?KE;- M^C66M'#1V1>/&NP7/-P6R-Y0A2NFCOT:&@,NDEH&9ATGX MQ> ? A)1"&<\;$%*@I? & ^/ZV=>) M'K_&>>$'ZUFOAM$.N_V(XJ&A"BKF@T9YC!A,]AS"Y;Z.[&,PK7X*Q>L(16EA M=:4SV\;^T"[X=K<:B!S(0X MH4O?MB_?:_E&9UI*:^WF&+IH:^RP7 Z2E'C63 ?9S0*!HM"BC3K6F7]4V'*T M>ICG-T4ROX4JXR@U-RR,XQ'W0^7S@V"X!-.6C-Z>&Z[S9,6RPFF M![*YS+'"#428G/7.(AFPJ1Z74"]_W:>\K2HYPPVI%3K/ MN4FJ]NS7F]EGG3I>=0GRCLU:7=4&Q+P7,T[JE7Z-;H,=J0P#VD[C#/NSJ,\U M,-]"K/WG;#/F-)L N-->Q?3\F'Y,J15"O=4\]>@T:UI@L^4JNC#.$O,\?IXD M_TKBZ"2MBAPPLY_.HEUC2-"A1470-?J913L4'?H*#_-O[GT"G##-7 M^#F\R@56AY&QX<8EH>K:H YV6M'?B##2J),J^HID-;O5;70ZR:'6D^.=C?/3J( MHTO M$%B_1?DO_PU00#R'#M*2$ &V0() F8;^>([],%!:1U]@(7YQ9I4R3.D M;)A/\N*7_]$R_V\\7K69H]LB'?_G__4_GK^KGOR(_Y4" ]W '+_OI]F_LGR2 M?OM_2PM>?6]FP>J0Y$>M*#R7S/\\O!^E]TD1W/\#4E6Z$AJOK,63'H4RM$*D M:@Y'G(<@&YR.6CRT$!D1IB#I8>YLXXR(C 31#>KD>ZL!>*R%]G4A[2+4*G5M M%*HCQW;%&(];:3-C5,0,4Z" ^0 %4]*68$8HT"QP/1>(I-Q8Y$:Z1L,5L7X_ MA&UZG<^HW!A;Z'#=X,@GI;9E'T[+/?6&Y0;@C3),Q?*HF4][!FC/B4.5WT++ M(AME,=.4F6G I.+C$\$ C'R>"NFP:^5+QNG,O*C7BK#^)"-.QBP H\^&C0(P M3](D;8&8>5P9VG?QDGMG9W%T=G8&0N#R?%Q$MOPUJ0;52I#VH3B)*1]/&&4^5ANL@J<^8W M+7XEY(&=)C.BRFU\&4Z,;X@UMTY](W^,I%;M\;YUPUWMS=+*8NP;>+L=-WF) M_"-_$U'.RH+#XP W3MI>6DDZ[#KT8Z,(/6TFKC5F6)^GTU6MZ^.S')N$YQ%A+DZ2B:(7L<8J25 M8(E)=&X!,PT]Y/D]N/7*++TG$"Z8[A#?L22?U.\,Y^9)G>B=D8]Y247%D\Q< M:+K@+,Z9?/"9NC:X2#%I' B)9PTO5]UZ73&"/G]^W!O+=)UR\IMNV79A(XO' MP2XMJOR;Y;@,J-BX@S,\K2\$>O*9>QH:!E)>G)51T!3,:4]H2V=>O>1(D.O- M-HI<*M&YR)@Y3 J*Y&YA;; MSEKBI3M G1KU\7;DQ#UO1"_NCT -<\%?@I"6F K^0RBP1O)L'+1L^)ZTD_GCUZ]7H'HNYN7[+U?PZ? A\ PB093=!AD+LZJ;5AV<$ 9E0^F+>:1M-%1?8-#KTN#K70ZAMW%/EL M="=(Z(MW"UG6M]P6M3$AMP/A?#$"4NP0I\&I7AHGU[UR+?V39KXLFB)2(<< M,T(L"6Q+6%S,BT!H68'EC*_)WB#1()=-TC$;GO\6'0I\;B_9O>CTS"L-#= ' MC,XF<@0M51$HJP5=5S(X?9!.GMGD,Y]%'J+[U*Y.>23:'7E,VX7<]50(HB4L M5%SZE;W!NU@(]-/C"9$WLG9V2%N&'B\$!U)!4+%CZ0R(6MYLX$\)M+X9I)/\ M?ILE_X%4H!E"\.K.4P5%Z2@C184\=5;Q(*M/:U:?3]3/GE&^9#X=87".,SD. M,L\-L>;!@U;50;B9JI$ N0_OR/\UAA%B=/W#!JIX\QFSR* M8%^Z43I#RB2X M,\$XO$"$#3]PB9P$CY8=+P&=,0]Q]>TJ;GG<-,ZP?'B3Y+9AV[Z6[#9K!)Q% M10+TJ PW3.W;B[!L/4>X@:#U1BE=*92O*Y-/%\F-/7W7Z?A%T:-@/)M(>F]; MY[Q!ID("!+3QO$UIS3L7X70;VM('B)F=<\M4T)N-QX+R%DLNLP F&*&GUR+" MUC7OMY*3<,*JM+RUK?\\[W#W+-#X9<.7<.[37\&.06W9-44]_^ OZ4^X_!?L M_C1\0PC4:S5&:%QF#-\TA.N#U5,U;TFJ9(,$[RU&]5*P M7%,+#=]BM >O/\?-YS$K!;O4BYD+8%###>LR@;+R!"1V-B:R.Y%X/$7O::G% M&!:[QH\%+T*A!CG1'],.<($A^(G(X@B+] M;+#0? 9AG*R6=8FD/-^+=]I0)U7$SU(H"TV*#")B*4+Z:-433MXA0!1Q0!B8 M)-9?E1+)RF](7YL/L\36BA*3D!HTF-#=WF_1Q6D$734^0_5?_RKZK7_9O[Z( MNKV_G5]\_=@_^=5\UCT_B;J_7O;AGU?1Z<7'CQ=?KZ :1>QMO,''[O7IQ>6G MZ.PJ^GQY\?O92?]$SN[N%:=SK^3TAEO:+Z/N[]VSC]WCCWW^^H.S>6W'#SO" MDXOH_.(Z^MJ]O.R:C_&"7N_+9;?W]^CB,NI=?/K\L7_=/^]?7W7=O?YR?7'Y=_/I>>_CEY.S\U_CZ.O9]6\77Z[- M8#Z=7>,#8KR/ON^G_F7O-_,'#S>.3L^N<3Y@W%V:R=Z7C]W+Z/.7R\\75_W8 M3.GYN[/STTOSC/XGF&Z/;GAI!.+GX9/YK_N?WL\LO M5WV:!?/F,/TG_>BD?]KO7_5;]^-']1QXUW.OU+,_23LTOSV07\LV_6Y.+O1OQCNC/\]^3WLRM>_LL^ MK)WYO NWN#*K;78(W>^CF7L8T-L%G[TI?7$$.OJM:R8!)L?)NM$&\ K'%T;> MO_8O2=H^]L]/S&K+3.+2?S;S9A82ML;YM>R2D^ZG+N@03]H?$6>:>KB1N1K_ M'4>P0F?=C_A;HUK,9'^DW7Y^938Q/-!\P ^+HX\75RR59F/US^'?6U]_Z^,P M88]>7)I;FM]>&ZUQ;87WZ]E5?SOJ7IY=F:%%,"I6#/+N;&!8H<3)MQ^:FYU? ML2J 7P:"?/W;Y<677TG&S\ZO^Y?G_6O8^+W^YVN9Y/Y_7?=9I[D%X*ES*_UW MV%>G%U_,1C OTS6[^]R\/.S@[N?/_2YJTNBO7TY^Q8UL]E[7C.7+Y34/ZG,? M'_+7+^9%3\YH]YGGX](;0?[R\=KHG\^79Y_,3!CUA_O\ZHLY*M0([$O_>FFF M.CKO__KQS'S;Z\/4?#W[^/'TR\<(ZK8OSD^^]*XWUTRY6RLK96FTP+9E$^^$ MD^Y0<<(-&12+:-"10?&T9CK]^6S.@_9>ZZ2S>["_WS]N]X]:1]W3DT."Z)]V M]@X.>QL&T=\(5N7S//J*6+0/T27XL-G+^)3-[<;&.P*K,V")5[E$S\]539S( M/YGEX"@EW- =OR%8(+!^8)K2 W$X;CBD8"9Y!D9OV]F=L7:,7/N XLN] 2$( M96X^22WQ-U2T"*NR#E/1DP'R@;3&+F>9NURXIF-&]AA^T?"&8FB;.W(VI>"I MEX2GC;NCK;Z88B?KNY3GIPKZ+2,="M_ _G+P@)U\5NVW[E%O?^_HX/1XYW#W M=+?3;AWM$\?(X<[N8:=[M&'[;2-H>GM R(?KV&>:L@_1"7+Z\3Y\R>[[<6SB M#Y6]*&QB8XHU!R189&GV.(+K=>? $*Y%Z>&?S#N-3O.@)#3)+!L#%@UKS0CV MYW'NR92J#QWCH8[IO0FQ'@W5H7L;,DX!S-%!*T.PF5-M_ M;S/\(%-(ZTTCF MNX ( Q,VQE'Y0+SL 0P0<'F$'_2B$<0@;([Y:9K"U]B)#Y)* )7DIT%!RJ+" M!LP+C"XQ'G,^+Y*LA%IW[F*3""]4L@!PFZQ*0_-7M79(<+!B/-[2V?LM; M"<,PC;+F^ >&PE)01@QF*(7X2;'R-U,5/B$E'F*C@GW@UNG'A%ADR5;C9W0& M/$9_H&Z,<,\90V$!]X5_:/)*_D:6RQXK>!C6+L!S"@XF*PYWZ?92'DMV9^_S MXIL9(SN/,#YJ3DB%"Z]-4=FP;L_?E8]NPR8I?EQT\:K$B_@VS9O73].2:BHS M.X1[[1J]OB%(_76JNUQRF%G:ZI":%(4/NH*"%U5B7R)2<- W,[I-BJDE?.(" M,H^O5A;?,DY?(IQZ%'WFD/(6? UW?,- D.7\YN<^O#P8M)(/V_BAV53S&0O! ML:) ]G?/,]3;JJVW'7F\UXJA5U-=P[_ODV*4^J.OS1+J.%P]3&P'K-=YXU;. MD=>1ANN(@!XS3+@> .KK9R4UHX(141<39DB"V:MLJ_9"Z<-@9#'A^0E(T/QX M6[E0UYNVK0E\A::!D","8!DZ,.*M:^!-\8=<*WMH-X"\XXO2\A'QH.VA5V^_ MX]7T^34DBZY=2!,#4.NV@B MNY#M\%MP2X=XS23NI7B71J%0 ROWM]/:3,[KW%FIM#=V#/: M=?GIA$S%VVQN]'YUGS*=2G/-\V-Y]"=?: ONB'1>P0HU^E3)K*-OH7[U]:[, M08T("IC7K,\VKDRKBKE>4B$)E(,3= #56TDIN.W01ZA#GT22:V87,]51'FYU MFTZ$ B)Y2$-_[&G M:SIIQ?N+(A_E$RADNH00-I/ZP>DD;0=#]9&[QJ<2/<.XFH3;V6\VTL4Q^0F0 ME(\2*UYAL:=MI< /)[7&QQC=6[VE>HD&%C&:U)WWK8.MT3::;A 9,'\?P1\[ M[]MMX_M14[Y)6G@-/J;0LD;UI!9^P^6/V4>&TMPU[Y626M!:325VL=<'1)@R M>.*VB";=;+BY*YO@2S7JR@Q_[@P]5Y@2+(B'1$1" ")_U)6G:$B8K5ZE-4A[ MP(LJ_A(%CIP9XTJSJ1."U=?4UC582"8&:5C+QXNOH=,MF"HJI(A_XQEO3GLC MZ!6:XOG8'#?;-%3/X%+.EW6'2$ S,R4C:]A"\A"TMT0^; ](6X(V-F:,>;,A MS^3@(:A=@^^99V2&39,)@Q=HO0U1>L,U4GK2GD>5$W(!]Z*XR^Y0U:F=F#A> MB\#C4C$VW#=R8;TW0/A+. \3:3O$ZJ 4M=-N@;)I=_ N$!)CBX:&QYRX+/_F MY\;(GBQC;970Q2.\NWB="Q4C<<>&"-9HC03K^JEF<6/E-%B;9&IR)([\1DP% MLVGEFY_-SJL-@H@"#NTZVS0+;*L!2WE)[-...L*J*<>?D0]89B6>35PR&@$: M:Y"GO86^;T-Y1-S=PM*\>9D;1H]0#]$4YVL4;YNNQ:. M:FIVGH>G51R 2>*E5<5R7&H6'=5DO"FD(!;TX.&)EC>'> *>3OA(3#8V 9K, M;D8(;(A>2#=3+\R E3T,):C,F:! E)Y0@?CF;-OCFL0/]OW<97_^+EOS6!D( M*M$V>)8,K@)$_Y%KEV45#7!/Q%3K(VZ%9P$'G+ "!TJ93UYQ?G/:\'T4G8K_ M8M ]%:UR0>!+N:J!9=OK"YTZON=%BC"P . M]/,E]AZU@@;##]/CY+2Q.&$;6'PEFVZ;?;N_M'G1/"7.WNG>SN[F\8YFHC^AE?"KG)50JM/,?'RC8DL/E@V.+YA-0"?LNU MAOC,LNQW'4PLZ1X9^\CKZ8CTN&&1O4W.@RN'H+$&2P'- T:C991X4JXK=Z2V MF!=2TGA/QK8J/B;%5*E]#]EUPZ5S^M48>K"887PS':VQ M>?(& X/-]+)!U2M[%>L?2(2WA!9\'4"Y83>FE=EZ<;3U76$GQ<0HW=YTO16@ M$1(0&4?9%/#69@],&N*^%O\WM]C()L,C")"W#[>&2+..O;U1]>KHK+)%RI3U MM)/H^MO;#IM>@-3QO."&@*DL%J4+5TO?R]6 0SRT'M29M6SR14G:!*C/M*:0 MOZ.T'!;9@+$3"LLS2BLHPZ90AE)7I**$K:0^@$29IH@\)3$8-SM&&'>N(A*!'V,5#6% &BY%N(QQ)CW2Y(%> =&B/GIFA&A@QO'"0H=3HK5AO_!_NY. MOW=RV-TY;.UW]UI[QU3<='AP8%R C6HP?K@A#<:/,]*C?13?*!-NEN>&TU3FVES8;C27T3B@=JDS49$.2H:&]._Y:%Q- M[%[9?U[Y&F$X.1,-8!T+)S=[YI)4+R56NBD?;S?:W?V=G:ZIWN= M=NNPTZ,N2(='![NGO4TKL3S8!"W418%@4,^):U!.PH8@;\R5OX@R^4^M_B)Z M>K7+X$2T01*%9@99#F28G>T7H,YBUE1+;V !%I[G0,3GB5T&=&JG9CH.0$&8)\F@" MC3\3@-$Y+G-( PP90H&ZL920DS5YO"!1Z%._9-*C=>WA&'N=M^.ERKO> H3G M@3OGB56O5E=:;L9TUKD]NBU@16LMW'IVSZ)X(4FL M+2U%U]1XI,4#KK??X1K++)\N.;$K2F7CK\9;&6X'J8"@*+$.#-F&%L';0#?? M4N$SPTW&PU8[R27YGO,J&(9]:K-NN83&H0(IU%:"/@Z(A!N7:FN4$IT(40CS M;4>L&_#(=Q?#BY@_%].YJSQ2I;K!O86N) ,-RUK.R 17UYE)_(]V*VZU\/]X M6L&VOH' ^13"0_,)#N(_VO8J))D8*5M+M[5:$E$51GVS"%#PQR^5A M?8$FU<38OU*RA7'T1XT.7+#Z>;%$VN>/<%\&?I^/,'U' M\-C[I #/Y$'B;XNI7.F5\]6H/,!+4SW>^#9^B.CNP MS!^1>Y+]B(62P6+ZS(%FG&]L :S -5G&723@MN97RU2J?Q!NR MQM*%C=N? M<4H%:RO,#S&M#"2N6:7"A.:$3+A('?L<%)5M6R9?V?AB$^1O5=MYA=_+'26& MM/73]A^)S@?=7O4/6G7,6-EN?JXA6T,1MTPS0*89+)@/H/$L_A7&OZ548?PT MA?_RB6N8N325_>PJ>2#28V,#KAZI9N][]APV)K7V=U-/Q+"=@)="V 7<$*R+ MZGKFMX342/2DE'%R4 6H@'(CT@P3P69@.*GW,P&*)+-D\E!FDI4>4@=4;/-2 MX80^>H9_4"W\_"F$@FD$U::02S>_G)"023 SGX4 =M4@&WL9AGV5EIE$@9H M(HB=^=CTT($+$^1-#\>G"+RD6[XU39K,$_:]JQ@JQI7S]![

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�'G4^JG=_\G[I 0 &I K>!@&%X 1]'DM?\;10<$J7/TI MT@'[S(,7_B.[.FN6EY.=D)1&3^.C^"*71\EK%)V9G,I$F0+I#-V7.A(*;U&R M]HXJVY M%PO$;7'*YU*3441+"069*(&P#5N4*+$*@8N!SMH9OU5?P6^D2 MF7CQ +KXDP-:S$P(W-UIY<!9\XX3HXR/322!0ER59.V!R68 MT*7^#&8-HA>-:R>4F6;$1F;UZ3I^ Y(ZG"5H>Y%6?H(_L%XJ73'X"[->@?.< MPY/1NU9*[\,3L(1^+R#?VV/8S3BG$([+_2QF3FKTG;SHE*G. M4;Q&P;=9K,EQM'A"K?@A3-8;K4>;5+>0_! I+SWG\,!*I:$BV+:KR>-@I"AY M,+A[ "X>K+M1MIEU@07Y%W9"4G7EZUSCVC%F);EWCTF1M* U+]+#"6(XN2S" M4TF<(YBSXROGHH?7HN';2!_X1G3S9*R_59RD(#JJ",(&&@U6O\X6."!B+%:(&X M@EPL* UHI]' 6F'"RR<"RU 7%)M,=]SF4!0.[NOUJ8C&_3$;>%-&NQTCIM>! M08#QX,7OJ;,(25+8\&$<9(9'613.S>>012T/)1CYG *AK-UU9@)3%W5U$\-C,*[R^&':[X8XXRHA7T)E[P@ MKOMSO2Z#E1?+"^==' 5X&S)%A@MRE<#ZE".FFR]BU$0S-=Y88?PZE8E];+[O MH$^$T@.NLS$T51?(K^3W^*=(8FDS)YE+ A2^@:S0Q*NT[5 H<#&2VG$&>/;> M8W13B7CS^& CN.8O>X$1'+S-2B2#?'*>8_5D66R@_X_T%A00V4H::2$WY(N !BZ?JO-IZ7CD'+T5526;$\%/A)ZF1*%B"*K=X(?6P<5'OP/%U M%E9>NR*YR#E /M0/VAHQV'0'#*([,WM4]"#[">W9J9F"5;F5Z.(U(*V&K9%A MH=)97VN?=$7F%Y'9+-B!:-QTG='%Y.+Z@L!>NA+\P*V[]8M&LUY1I9PJH*HN M_,/EJCQEM'40FW+^8KE:Q$_"^ -7\%1=C.IK4(6"^&R>-:EHE'#89;(?: *6 M;G<;KC5FB[[2L@%TP;[]R!U/;/6[;>4-)GT>T1\% MJ53E@K8KK$3'QWM0=Y1'@_4*X9S-"[6^@HB&23V@OE[;)1!65:F3OZ]TH?"6 MKWN-%J1&M7>/!8B7^47.29]+/SOO?63J1J1D;,X*QFM MAW"Y6:S]2,2;5*>DJ_V9^F!&(&B(3&_/5C-L2V@_1^ <9:_0$#FW14T[+Q4& MBHUM!B(EW?@4("EHNFX%6%'D%)I NEK-'A@4<2I2TX?B*D'U^J MKNAQ8:_W/UF17?B/2,#9 D\<8!Q5W^R,I%]\!,/Y=V"R7R(21!Q25GQ-F?I6 MOH7]?C(O3R-J;*^IT!,.A+\@B":<\\Q/DI#=0)*9I7>'3"W*T%_ZR6=1B:0B M)!>7%,B@Z0&SY]+-,J/4W<9KZ:H 0HW%=,VN2*UO95(RKT!!^0/]:Q7!"@33 M_4P.Z5S/U-=1MNH45DU'SJWR.-RC!$>I3Y5"A:P,_X6Q1MTRDR;,-Y4\,99> M=4Q6U_74_I(P#E .B2\J/$["@W\POM=X!4IJN!:EU7L(\^=8N6A*@S49WV'V MO5#GR2(N@R3:FJ9?L^:AL^GD2%(&76-&',*&;@.A*#D2G=Y%O7L6,'PNC2G? M6F+A+N. ];!BEIX]F@'GX5BW!=S#R4GQ9NTL0J")S"0KFPH3V ;144 MB>98B[?FR@$L:#JD>A>:$1T=K36E,9LD"M-[HQCP82>#M_*(# 1#WG/S@YDU MWYHSW5@I1'Y+]2";3P+(R)(5KK@Q\N; @/64Q#(;+"?86K]:SM MDYVC=TX:;Q),!+33LX\)OOUOP(]:M]^;!PTXZYI!N>70*F>0:Z52TBOA[R2@ M^!MEGOTV&'RLJ+.+.L;R.@XP _Z=2:"NY:A((7VT%%,$/\2B>VJ@2DH])OJ$ MZZ>:%3M7%?%T-1B3&S(:5& ]$7ZZ29[DKUS29U^/9:NRH 5_A$,,]'M!VG? M4.\(&."'P1N$IK>*[\&$8'U>^(D$CLX]&H/P] DN^LA( (Y'0?[TO%B\B/D M>5 AM4Q\\%6L_$)6QB[ ^_)N[8A@S:9L<.\=9B&H'F\M#R"QR;E@8VK/3.FD M@9TF.8$Y<>29)@L\[[CF Y=^W^5.[N*Q#?_M51ND0%2%3"?120[H\&/0%%7! M6@$@E1, /9][+[H\4&T\9./6"3;D8^?#U<34%PNJ+)_"AB:W>P[F&'U8'$R" M\V:)N&MV+!QN-@[!TGL)$!FW.+K/)&X.=FZ1G6]76+6:<(@ *X/"6;Z^,<'8 MT4O.D3@S73=1V9PQD@50&F*E,R50)82AR\[%DSRF#FX$L2 M(OJ0A *7=0-:,TG]A3#/7&.<'C43QGDU106%:D1-#"JWD2E*F?H'C-L[R$X2 MG9HZMZ12]<$D8RN8*!8+!@/B5FQRKNR[M+LD49KC@RS3 %;QL50$HS?DA^14 MSD082&]B%7K#N:Z6HFDCV<3+EI( ;6! (6>%,$E49>G+/D]3(?A!\*X+6 =1 MVZ9L80XE?BLM5JD,\H PH7GYA!CF'4@HC4F=9E'+3S6'"D!0*S+HM1!K!DO2 M0%)6)5P9T!3,Y^YE"Y1]ZN\BN!,F@(_O=6^-0U$;/*3Q)5(^T65?-M2/%XB, MGO+E6#:O2I9A+HX_A=U,"7)TE;PH/(<57\2/SMW&3^ PQY9;Y7#YJFQNZ1,$ M499?93F>2LY_?K ET9Y!TLUK! M$^:4DJLSDF5#4GL,10@ME4:9R,B$#R*M,%SXG8A'KT_.?%5T\1X99N8F,M>Y%_ MYZ,,=!8QX9HUS5MF%DH&9"*K9%]2F@OIE?R0\[+:$%"9IB::I-6(5G*&F@'D!X")59"D@X,12JS;9%4-GV YYS)4$YC'<8N5=B =$9)CCN4B: M]C_)GG_%"/8("\T0D0]L)&S[\('UG4H6BP6_HH/">QC M5I%["[D)=)JD_0$)KQ(I,@BDN-<11 ;1PU3A\V.<29/2.C=Y4NVVN$#>.6?6 MX,GGAP&),RUV\3=Z\BI.;# $*Z\JL6!N2=UY,#W3,@$)A7#4GNR]HO7!D\3\-4P?#0ALED<&C[;BM8 M!\./&AM*5DE*S0%7">E])B..,PHC<5R*XH_%LBW*?9U1\S]IT5"J&RS+N1;> M9&)P/]$0B9N!Y<#M26/;_N#:,ZL.ZX:5[38 !V5>^BK$I1'M% 59,U9E=YGP M&E@/Q#7BBS(/$2$$7IPL'YF:C\RBEF>+PF(ZXI[EZ/M"[!36P6*)_@ CZM+. M(]#8)\C>\OG/0/,DNAFJD:)G0HM\FV1\4[L?JN3$D&!6EKAJB%W^A=98FV:S M'3O^'@;+[7EN#HT;"Q7A3 )1"7/4"+2$H8G-&M6DV4^ #/FJ)L-.JCK13OK, M]Q*SA5>XII;%&8XAQ 6+1>2BX].UYFWDSJNMFC6 %_*%N99S1I88"S??*1P2 MN22LO!X_.W\TB09(2LC)C+D(UE=F#Q4CF0C]&]"Y MK[AH MF5%FPOEVH!ERW\0SZ0 L &YILFD0&@P&LM A!2O-8+L5X)&R[&Y+Y*7_I)&3 M@S"%;);G\G9\]]WLIB:E798U XY?>6 ZN%7I3UUP2ZNJ%*@"NQ& M+$P(P&I?2R;_WMUBYA5=2N@")P*N';LU#DX2B1['SB3+5UCB],"II&%XT MRR.GSIER.=N:8J;6F,)C63:UXSVR-P-:'.\\=4PHV4RA#K>DRIEGJGI$?D0B%BM&^"A[ M*A3P*+3\JN=!.<&QP6HDDKM#U66: 4V_5M]Y#QL3A"$VQ$Y6B'@?&E7@P-1T (1>;(1UAV0 MT1C@3N]E/FTYAK^&NL^AP*6;%0: E1J#81BXN:R]@YTVA<$<;GQ5>/K.AVMO M!#_*?HT,!'_&N>2?:\ SH_JREVCVTC5Y9E:IRD]^>MG,K( NXU&7S)"]ZID% MSV2#VRNO'8R\/-7N*MM=6?(=%J*'K2X:/Y50O.5M*2YG8D&%_^]",;O'#*6U M8.3RP+F*DT>_$HVEQ"N3* HG9/6->!#*VZ^:]^G$4E@V@FZ7[M5G;YYO MDZJY?)U +,2=$!I0!+5;1"^1/7!,+-ONM:&&KEKBO(R9-*#D04IA7^X%:R*< M2T6./#D6L$9)','^N2'/\28Y(,BD,*-30YJ:DSXMI_%"PK#/J+T%0:"3DXR; M2J1I/ M]M;MK'#/E;"6=4\PIK]Q,)XA5[S\_ ^>N0'+9GX">N!H)!=1\9A*3 ME--9913+>@J/7['++G9Y @F\/. 98#,+C6W7T^EHH< ;Z_VW2S]72$Z8]^=O-\)^ 25/W8 U1YAZ(2FZCE=O"UQ@!NBMUOB.;K<%9(!1 M?MT#D_CF*0K@53Z?^&N,%L)//OK?'I%Z':^!*8GC&*%33OI%*)K-.; /EA7& MXI6!$L6:\V^ ]^#O-YSV@K@VM6Q^B! H(.1I(I&[N,TWZ35M$/C M7)YKV0?SH\3NRR22J*Q4CN136H@4X2FE@9!-XFNRK M) *=,"40"4Y;?YGN+#7%3?3163,"$9M^4N'_QI;F;^U-Y*0T%J?.4#*7TFAT M[1#__LK>X.&;5MGLSIFTJ12&A:\,6+AQ/5"XXB4(C5',4D(Y7<;B M02SBE:I,N6<@#EFS3@H^%3C)A#D3=DJ-WB>17F4]VOL8Y!$3.BBQHUAT%:3DS<1)SKYD]E M4N:]6)!F$,"Q_\23$2%'H8%X3Z\S#_ HR:'WL'(/^W"UQM_37JANPS&RI91IH MJK:16%F@_::#_T38'/+#8C$ZR57^3A44F*=8[H/RBCC3Y/:) M)GUG-]4C)Q AT<V'U %J;E98AKU$>5=3;F/J;D.-KQ;FX&&" MTQL&_A+.G%2UHO[ZJ4AE<'T?)@$+3)J=')%13S4Z=464:C45US5B3RT0.A3S2CCL%@[ Y0>4#'/NH53C>%:-=#IB!2 Q MK'1$WV_H%Y\4U( 5JF*/=21M(&J\DVNZ$26*F5G"-=OPG>P9HW5(0JA>(9Z4 ME V@_'+'W3ML78MRQ\Y3AY\76BV3-KB56F=M2[R _,SP.(RD(&)=^NQ>75,K MB7S7\PUNLGO80 O60D!_3+&43-V$,H+?-86] V]&C2]7<3M4'1!@T2S-4$ R:UT$94A9!JC"3+ M_@Q026'35L0M$!<[J1PPT=93+52NQ5H5 5]&5!1TH]QQ ZX**.@3L1#6;#*/P,G,>N$GK%BMJEU#;NMP/N8@UC MXJ]W=N_YFVG?4^)M*)2?R5YF"Z#K71*CZA4K=!^TQQ&IB*\P_B!CFUJ]FU7, M&)Z3K9=P6SL[!E4L5,Y"Y"HX=+KVLDF5UW.P>^^T*.NW1A*7:N9>1M]YJ M6HVURO*8J1T55PO34,WZFX#3S<-9%LL@?S<'1,AGPJ6/(@*[*+0\+1^'OXUR M=>TY@ 0)AC1-[5F?N>>E;R*3UY@"9TIUXH: /*'<.(USG9,M!SLG[)BE*+Z- M;]D0E%R!"7!);6>[L7K=Q?Z0KM7GK"9K)F!5:S+B(]G?!N?KR;&+:S$[ST@2R]O$5>1^;9 =5=RZLM]H*3 DK1Q1KV(R438RB4>2#BB]!Q2%T7DNW0 9"I_@L M877 >VM*A=D;G2H+=.YH5W)*79.=N3^3[HP<3*TTA','F89Q")/99IDR:%F6 MXW)SZS3LN;TU:&XX#+YWD/B/Z"M_>M'S)2CW>ZRH72VT&I0P/0+0>\C]2\M' M78\,=A 6L/LJLQ5F3HX;V8GN9?NOD7F1N;W&"H' X("%2XUO0#RU0' A/E&S M.53U!@QEV,2J>"9)5RI#)+>^-=AOS-7QRJ306>RC]X44B1K20N\+%%]*;K%?"T0*%#)MKZ+[M]!=MOZKZBG_VY'\^F".$6YKA\3- M=2DU[>ZV=)FD"(V,BF&T1P,=8T,YW<&UQN5/ "57*MS7 Z72Z''ZYY2@AV:1I2PR"81N+?"?,$MU[_$>V@3:KK<.QW M4N+HH[ZUXK]G^$_QP>'2\Q5CT?$R!0LD-9SCIPJ7JZB'-B[J';0QPK "%7F6 M:D5./Q0!0=)S.!D,U2^K!!&8"0/N/07YWQRP.X6VGF@JR;E+^1HC80^ M"V"58[(:=E]N=K9ID*GJ\/POY/Q(Y(L;Z9#F_0I+/[F#9V&4D]/Z:F#DBH0C MD JT6LA0C1PO/7?*WS93-:I-]*_3BTK3+IVS=7S'*68:>]!HTA1:P-J5XT*! MT)OL#P"20=8PV%VRQI6.(%O!U="3_ UBE-ON'5A^^<;;U&(-(+9#;SU'1. - MM6(I<@R[& QR"/5W1G>%R.*%D!:T]1'P!-VS!04=9ZU(4:?Q',L.*IWN%F#6 M2Z#*@"7L;>EBT59BT&93.YS:+YAQ]BJ?[51$8AXRD'VB /4E8KC*:11?!+=Y MY8SV^1P1:UA^RT:LIE]<40_,:)5V/X0=)H7J[K!$[^QT84?=8%%O7W2TFT7T M@S^Y<-/?P!G@KR66J1P!KH@"D!FING:Y^G(?IK)#HNS N?T[J M3#FW$FT^:O@B"]\S@'V1S-S,)!#KZCYJ)$T;6B:@)0X2#:S-:MDO"!%R5 MXDZV,J=RO20:88)9TA*C:9"@H !L!GU>V??Y\8:RBNU*/#I_CY//K[6"2,.( MVR]A6,(83#(%"72=?X*8DZ55R1;#%#[@585EP M=X=41^<1Z1Q$NR,I<$2_ M1ZL4%"J@C2-;1U/-H\P\#T4J>\&I&WY_FB9AX'C4T]VZ[#S7>#;3:G-GLT\< MW>[G6M[3CFQ8PV?D![1*=JLBE,*NQ/:G!S*!3 \=YD/4FHR;8I7 _L$U^4 #]H2 MU* W:XD>1C5Y-6W%<>5B'D2RR ML]:VD!(,EN@;#;$!+X.F(E?^FY"_@=Y4V8?ZVY%\8U39S_4:4D$'=_\+R.&? MW"F<#CB1V&>H-2-KAV9-9R6:M=6<:M_D5OU)QD.R.%:%W,8Q4 M1>.+TNS#S+7*5=ZRT[X=I<%H1+T^\DDK<0Y<7K00:2F*SY 84^A/8 M^,%FAMU ID]OU >22V S?0[BQ\BZ)/&#,/8Y7JGE%VK4ZO6 M@3 ]$8@-F!+L/F)1(RLY@^)>+S/*JOA+.&,<3H8\6FS(5F2/X=K'W!#X6-73 M?@T?Y]K7'XB)LUE^Z:._JN')QZ2B>+SI 5G+72V]X7C &UXT;N':QAJ8!'+,MXX34&QXKO]8O&X2 MKE%C); L-6N9G8-@2HF0'!4Q'">S<'+B4 <08W((S>[&C M,/KZ0A*T!MBK[Z+77K54Y7)0U3H=[IUO%@NU]CJ-B31F_)YA#Y;9)D6V1LI6A8Q+3L0TV> V;=<<_7>C7L.:(6#/ MCOJCT::A^$,3?F_4&_6*A0HLM%SY5%2<2^4_KGFQU98P^?F51;&-8J7@> =O M\:,!CE;2M6\52Q1Z[-:R]=\&JL+"1=8GK V*S#_I>N,TVWG9MZ$U$>:-3A-] MDB<2$G..]?RHQU''*%+>%&2SJB.%\VJ)@L(DJ&)Q:/85^JZ<9A4' M%CDPI&)NIOV1/1&L2-%VY++Q@B" MEM5TF3BATK#(&;OM07)OFY0M(:-C-J@Q.BVSMU'>T\Z!483( DDYGP6JN(B? M(I\C)YX2;GR).9+M56]5_F,L"?_'1TC@B6[#P*\;G& MQ3O I?3Q#A.SJF5O M7I,+_%KS?UXM@O#/QST)^ITCG03:Y5#\-\^[W#68V*.T#I=<& )3L8PY?FM! M:8PE]GYD"NC?GNRJ;5^VW+*D)3*23B4Z00@$?HO0?=F99LDJZVO M\"/P$&[9PCE1QI6/\6816##T#&*%V25\%WF!2-#Z&<%9*XR^^Z2 1> L;0V4 M]8)TS*,(M']G,4NYGXP5A^O-342)PC.,';Z,9F18HRE%%',I=^RR!+8F9')B30XH )(RXY$YY_Q1SN/V3!B<_Z,Q-M"ZI-K0QJ)A ,39>W&,]8@*F??:MQ M"?>;F2U@WS^PCV$:RFK[*;6E6/I1.,?G"E HDW-9#E$$O"'IQF6O*3-?J-=' MJK:(?Q@A'N/43T,TN]<@CS.IV 8-YP8A]"-6>)6_%+OGX$RDJ7^6$L99DPD6T> M5QI,)+6R\4$U-EQ$V,'9\$F9-\$"7BY4 B#:12E=S\(K)@$ >.XB6NZ(CR0 ZT$\L! M*D$M9RBFDJG("GPS'\Y+294Z9G(82*:;6!-NQ#(]AHJ;)5@(:H@I]O^1NG^( MJ?OA4L$OS1.*[\S(.%3Z)/[()=>""80NX?P[ MNH9I*M<"IYP=2DJDPJMRS22:#'ZV:E*I#)5L*I5-UR>%FTI&3AQAVCT) MD1 M=TYX'V0[HMM" Z2S\7HY\A"X:':/W I/S/"3 C[)=%YE+&?_,VJRRFVXA:7Q MH>>,D42OEW@57L.>/WX+6EKYJJEY-N:V: CIL)*.!RS* M4NBH"IW"&I:PEY5S(A_/9QE2-!U@=3!IJ_R$.+,-#QKFV/O3,N?WW:9O9=MB M=#SN%CY62C5#(4<6ZVK?Y^YXN(YF MV![TU\J*>H=J/]=%WZ(7C_%%B)&Y7&&0:F74:DMV6KHL^.:Y]R1AC?,8^ MAC#A39JQNL1\3M45:"S!$;Q:4](>+6^Q"0*(Y95.S\OI1=)$4T=7<2^5=A'+ MO67E4?H.ZL?7UDP8(5#9;@7BA.*03>ZQFUC-M.S27A8-P7>PQ96XWBV.62E= Z05"487,5K4=4D%TCP/&+6 87#TGK8S'H85^J^@2E] MSH0'7US##!(GIE"\%,&HF8(J)[7SJP*S8IL F6]0N[R??A3I#,T-@Q M_$5-P)NF5WZ]_YB#%<>#:W:#&X;#+O &LF'L)@0[5<*W\6Q0)_5[R M/KDQ:_86,W9,K$;@%R/65*X1B3W))DVY$R<_<9UK!38-UP\H#XX$>I^:!Y=> MQK-ABT9EB8>9WQR$J;L7"YJ/;S\<[1KT/H%)M'@RP4(9 :OI@$\6.8]V*P/- M*5^WJ7HSE[[.(*(5Z<^W$9DM?(EJ388;/1;,!U4RK]R#_^13>QAC"3W'$ZV. MF?D]R"E-<$TVK"BR1B,B=WQ!7':EWU+9+!XD5!BX>,I^?ZX[1B[\<"GUB]*M MDMV+&C$G+"$<,C:V:(!7>N9*[1;G[G?/%W6Y%A!(BA!Q5TSF/ MWX4F3H,;^544R5/DD(#D4DO'5(AHY8>!:EG!P%^D(VO;*E#7F$AL9$$DX2 E M%\^%%8407U8BHE!'I@<,A3Y(?&HX2M81RND?&2G2?XIJ53RF5 M*BVBL82,W!.^S.]5L9#\\5$Q7X'YB"ZW_I<#1/.^2C0W06.KR%$@ARDI=$;L M:_.^@#ZT20Y7KIUF-Y;M>F3-_^XN$7>4&:V%!P<:-=:DBD9:%9!5C>Y.PGY$ MS$5<2QCQ&CNVK _07N[E&XXJ'$6UX8IT&=Q>7WZX=08'B/.]G!S-B[I[-J_( M423'\+?1 4N&50]QU5-?380Q_1C#?0_N%6.1 T'TG@6RJ0_ MON^!$0IJG ^(<3#MD96#Y=MOC#%R@,B%3G*R.$,T!6*&HJ"7#H0@1I]9S2Y=O#XZTK$M$;;K5\TW[AU MUQ%KB3 B_G%!&NHR#OCDG#[E3LZS5L/$D2HBEA!QC>[J[ZM;-BICKHP6"9I4 MAZM]-NA5-D@! >']8Q/+JM-;N.8/],W:\DQ5)C[4K;'&(>R"TQ(^20%_9GE.FP[N.^_@)81YRC]#X MN3[Q.-?"+YC3G_(Q?"VX%^_O%V[;.6N[_7/G[$85YNJB''SY]#RW+E3LO:+% M6<1^I!:'%STQ<)V)3(Z(.+<8WE120*-0D$8I.U_1U=D+G#,*F9<"H)WK]H_J M?OE"W[I>NYY5;=OBMN6BC+TW+96.9'J_4QF<])VJV@_34!9+0FJRD0:W<(VH M1PDU;=-_ V\LPR_8RR_;7[IF%%85NWV4U+9[NE=%:$6"WWH'4T.!JO?AE"R* M-9B:J<_!#^I^AEU[N50@5[V 0I?/TK% :T@5AK_SIRAT_%39I_?6$ IX9AN M9K6Q\W2^IOX$6!F:.A]E*L(1:HRPOU>@1D7CD4!"J&,&(\A$,B)&.0W M%0+6G5DI@'$X:DM.,,JK%3>?YGP;@QFOC:L2T%U)X42L%KY"J+ 5_2L8-DJ M ?,B 3.!'; X7*M[NY6G3#>9RR?(_!:-Y) O<=^U>XL;W]XD7Y'5ADE4:O\D MLG] 1+MJ&<-/N(DUM+-LW&-O3;VO:H46."S9\%9=%J-GMENT5YQ:Y-1_30@J MJ.R-$EHP-L=';LMV3)Q&0QUE,UBF@:X1L9*A#0:[/FF#$"0#[] 8+H2-BUEY M*EV[1EYO/.[\X"%,8XG3"N<)#(&]P7&,-&>Z&,BHK3.IV*;(-E2N'!RLA:#D M&SCK_Y0LD\_9Z.7JE'2NSB-,@\0[)0'/PSD<1F#'SB@WLUW_\=R@7JK<@AV9 M#FD6@R@+/_FR^Q,A(6W4%._]![SR19.DCKEDA*7G;Q5@C,QNQ?\'%10GAJG- M""7T&.O333WM3'Q1D:M"GT_T.6$N-"4L%5HPU@S.GF2=/)T5N3BE-L3N:[(H M EH8?K@Q.0]U>XI[IXT7K ^.]B S98<4D-S/&_@E#V!?(AE@OG37YV)+O"U M6M)BAU7XK6RLB\J14P#^^PLUA#\0'6]0O*"GE49U/L:Q*:/DXD\\Y<@V4DG_ M<]63WOEM$4^)E+,+;509#,LJ)+R;@M^]N%8]MRJK?;VL 4MSR(@T/"6*E^$, M=Z^*^P @&LH(YD8.3K 7T ABZ^/@"K+;)EB\!*(D76R8%4FIP$13PT M&IVX2"1)2$A($LV#:^P>B8VM9*DP9>Y0Y@7>BG!O:^7_U?L;]@M79YFFU%D- M>83Q61_^NYG"OY<)%B!?Q0F(Z;_"QO!)B-\\)6%5;+*310Z9TY?C$"WQ\"MI MXR]0G 6.Q +0U'ZC(,;Q=V[3D,*"LT>$[LS4AA])%LIALZ)+UW%_@I>D[H4I MB\5C232KC-5:. GP@R"&<7+G1T #64 +>J?N[%#<^S53Z&J/1D%AN'W&*[7@ M1=6Q!759HE<=MZ(S "L:W&(3LJF<:O"8_-35.,,H3L3GZ0?_-^X,;A&$4; MRI_!YK>-5]?[;OVH(9$0M<3C\/A8S$A$R2]&M.8VZVZ>PW3S$ M/49F!(;2A(EH&"1%6GCOBX2*(P=4FI+V9&N& JS_@,3*C:9,/C9SVOUU=Y/K M$I_&_FNY&;(DZBD*G:X4>>4]$;X67EF^D$%9EN-4!"H2J @A<&!@DDP<-ONX MFX\>9BBP/\0.O&(.Z B6.%Z"[C*ZCU'K(EF%Z91)2,@AU\(43PQFH*##/Z"0 M2\7+;35JSD?,^9SA#R2PWH.E$-ZAWMZHU^LUE81)K7BJO*8]60=HN3?C&%HI1 MG2!$U3%WTV3#H9]W[T8UZM2[O8I'J&U0E;CGL M-.L_JO$S([T(&Q4MFJ$UETBLG4=R.N0>D]K/ 7,TC1=A0.;L%=SR!]Z20X:F M!E)@E^GF5%+)R]Q\8N^'#Y'IO[B^+AP>@!!H_A0JJD3>9NFQ( M:2@[N5HE11J<#4>0.LG5WR?70ZUD6DT6XT3M@*GNW4C5X%:H-G/Y>4W)Z'RE MS9"[1(*,?W3^'B>?M4?A#P&'2-5=IH1W/AZJTE]GMOD:/JY,;2W12&5:-WO M3 9I69I^YH)< JY=Z<%=>=<9?5.WG"CTR:JXHL 5?_O>.:GW59BH2(;#J?DR MO%>H@[.0'G(8$"]%:)!P#Q2 3Y49Q\K#&95H\(=S*^NOS:IY)B(OO1Z$4F8E M%<[\5;@F=1L1)F3^8)S ;VBG/,240;)2T&547DH]'OZ4F5Y*M9*UFF.5-JMS M7[-0%XF58DNOP36!,A1*#I#LC.2ZRM995%\6RS]$^4,X8Y#J!_$,);4I\Q[4 MA8]J5V8@WQ)AM=_":!%ZX3]7_A.5 M6-FN<@OH%.';>9Z=B[I;,5*!D#((="6:-NM6SE_&L90OA4,Q3 M4:W^?0H&0BK=,!I# 7,N9O!N =70DHGPVV#PL2)UGM3;,ML/:/L-KZ_'SB=\ MYII[E2#>!>L"F( ;&O^9,R>C\DFD/U'#7222=77@!Z,[6 GOUQ./EY_NT$3[T#DSIJ-IN;!SYK@:#'] M8Q,^^ O.*;0Z5AC.4(81X3S%BT "(K @\(/B"2E6(BL:O%FC-%G/ :XSS,!F'Y$ MC?E@5<68'%P6Z-E6* M(1B"U-F4!(*=#T<@V7@X]GO._]:9U;*IT7/30XE82)_V/I4^^69V+X(-(GRI M).JRRK.L>E>3 +1J+7(S+UV1W>^/4!QHTBP02@;T19@.P<50EKQ,3Y4YX$L& M.#.^O&=.>Z5CD+_-YQ(0@XDCYZ5BO]C*30^,;1WPO,#)<6]P1WHRT6O(+YZY M@<"6P'Y/&$M(9]G&)2TH_+52R[,ZD#KI8E4!+@O 5:+\EM<("1B1?*NR@!#$ M5X@+E4BO:\"GC?@BDEF8:JLD7,O$*GD,\5Q,^\-LC#SWP@:0A2),]T@@O7!@Y^;"E=J_GWW> MBA]%;(*/)HGK6ZF0EQQDLR3WBQ3T,=99\RF' V0U6.L'*T\0V$-=IE)/ M-*8,,N/&LUAIW5B+-\\!98?S*@"$;5!]$GOQ><>-Y3S4ZLZ27Q!N)J4 MDN0D^L>]PG5%] \5S_?9"RBGDBDDCGR*7"DG,O>^HV9*6UR'Y&$T9><%Q>75 M]PD,<\[6**9:C=2 S?*1D[DH 9N3S$Q<2G1TJ=[PI-C@[$B?8KP$#K1RBB>K M(7*Q5)"2]1..7E+; (874[$".0HL,BXX']RVSF3@[2A;GD.A7'W'LHZ3Q?2L M*,H\M]XO\\JFLY5ZZSR4BWK[E[U\ON_D.:IH=WX2$.2+'3-6*DK$O=Y B-^% M: %/$;:/.RS3PK >PXOVHD6I,3A";ADTCY/3 '8.(0[R(.0\)ZQB'#S#X11Y MP6?@GK#R4N4L[Q*!M?J.4V*3ZWA*)4=-!*NOHY9&I+9.$V,*OD:4, M\%Y^1,('U"5Q"H@"> /G):DBN4][8%B)M 2N@D7!*$I@^F/V&NTW;OU-H^V< M4;O49/&4F8N?FJ(UJMO5:U ZMMM&U.Z,1K[S#N63]"W0['2SX$0 >K-SFZ5G[\M/C0I3!MCJF1F MNY-0Z@JOTR37[=:8&YHU:[UYOTW7ZC,>[VQUW82J2.>LUFMSDYE#HZ M(V#C0[S1X/KV=N$"%GC?J]+W!H#,B*O3=]G X:)^24="XJ+NO MA2S/V,$2MF\OPO5;6YF+B.:G._92W3/EUX6Q[IQJWM_))^IP$$>) M-U Z0=:IWM7\KCHA;1.1,F(&4VNB'V[K>S2J3KLQ72+_=[N&A9WP/SY 236\ MPX3YI>K&A%>Y^BI4"[_,&+M0JIHZG(C%(OCX$5=3@(YHYR@-$]RB72"2FS>7/JVD(B5Y@;ZUJ@VT;N]CZOF35"M# M[A:^SN.66R\""SV0^EPBJ-[+6Z7F/0ZS0[W4%]S)*IV1D->LT3DTPGX:%[SVDI9"=*RNTCHK[YWC/_ M?#]#?YL@4/N!#;":-#>1,=GE1_O-=7^NUV5FW\7["^=,U4KK.52D.=!1:28(KC\Y"NQSC),%5JME8FLG!PX M)IIZ\2KD*CO\]$6)?-NHSDWWS'>.%Y0\0H_Z\\RIA8$[3AVXBU0RA+%I&%PJ MX8SR*5K^F-FU>,H$OH[PVMX7:AW#+#?<;ZHL5CIZ+-/'W1'R([K)7>IV\KT@^+E#ZI<=?^M2_@C%'N4.;X< M#>':5\W7\GJVRA^T46ZU+Y!&M02FRJF&R$TUY:MR&R J8*>@3W"'E"A?8@EP MG7MOL(M+MD$QAEX4%5+ZRH FJ:-N_06B%R,??)-ZJY?+OVW,(T=J[CO2>8V5 MZ*RN1UY*=D H!\W 1+^14KAD$BO.%I?*"T ?#/@3#T6TT%K=''9H6BM5E5G# MP[AHDG$0ZUFC1J<]T-EG437ARNP%>@SQ(A7AS#>+>;A8V'!U5ES?,CJTH8&3 M'F"/<9WV951I(SAK1/C4YJB#%-A9>25%%JH8IUZ%Q_=N'!= MC4!HSA[4>#B,ID>VWC':4%H/REOXS3*OK9-MZU3M8D$\6MGM"K.^0^>M@4A( MQ!&JOX^R3::O:)O085MV AH]+DG$0\P2DYOF$("WF49(]V?=)FA#P-6O;Z.O1H M+]LW'DDZ>:.FH="I+%2F(:O7MWMHT&=Z,Q@L7$FG/966GN]>)@1E-5)H$?YC M@T4],HJ!>2V(A*).V4" O48%G2HL)$_)F0S;YM:=%E=FGBC=BWF#[.$BE52V M6FXI'W5,58Y2RY.4CVRF:8W[SJZUT2WA+HZ!,7$4*3-[15+F4R2/,J4F6;%C M!GP0@;* 96*3MJJ@#^&FZ68KB M##"7FOB&P^!RN"TSV6VUE*2QE*DS"O4B?V@W=-*6GG6-O9R+D$8D/5AU5MQP MT]."%5!H<6=M!RYPX"(5#MV31H/GP5QUA*0L=)('2' MKG)E?P^LG[:!R;:A'"-]%-!:\S!A^EPS04Z[V':S]%IG%P-1J<)R,]\>FGDY MVS/<.FGL8GX8_WEG1$XES#W9HA _6"'[3$CVXVG.'%-DC1)B;25,+;-"::Q6 MR 0=*$U:E&Y_[:K8>H0@665:4!G0S&D<#,$K.AANT=4GE2@IV,VI3T)H^ZD? MKFU*9<\$(U10T(D'8:5>R

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b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htm IDEA: XBRL DOCUMENT v3.20.1
Fair Value (Unobservable Inputs related to Level 3 Assets and Liabilities) (Details)
$ in Millions
Mar. 31, 2020
USD ($)
$ / MMBTU
$ / MWh
Dec. 31, 2019
USD ($)
$ / MMBTU
$ / MWh
Unobservable Inputs Valuation Techniques [Line Items]    
Derivative Assets $ 781 $ 775
Derivative Liabilities (746) (770)
Recurring | Level 3    
Unobservable Inputs Valuation Techniques [Line Items]    
Derivative Assets 172 160
Derivative Liabilities (148) (156)
Natural gas    
Unobservable Inputs Valuation Techniques [Line Items]    
Derivative Assets 282 355
Derivative Liabilities (278) (351)
Natural gas | Recurring | Level 3    
Unobservable Inputs Valuation Techniques [Line Items]    
Derivative Assets 72 74
Derivative Liabilities (64) (89)
Electricity    
Unobservable Inputs Valuation Techniques [Line Items]    
Derivative Assets 313 306
Derivative Liabilities (317) (298)
Electricity | Recurring | Level 3    
Unobservable Inputs Valuation Techniques [Line Items]    
Derivative Assets 99 83
Derivative Liabilities $ (84) $ (67)
Forward basis price | Natural gas | Minimum | Discounted Cash Flow | Level 3    
Unobservable Inputs Valuation Techniques [Line Items]    
Forward basis price | $ / MMBTU (0.84) (1.78)
Forward basis price | Natural gas | Maximum | Discounted Cash Flow | Level 3    
Unobservable Inputs Valuation Techniques [Line Items]    
Forward basis price | $ / MMBTU 4.20 5.78
Forward basis price | Natural gas | Weighted Average | Discounted Cash Flow | Level 3    
Unobservable Inputs Valuation Techniques [Line Items]    
Forward basis price | $ / MMBTU (0.07) (0.09)
Forward basis price | Electricity | Minimum | Discounted Cash Flow | Level 3    
Unobservable Inputs Valuation Techniques [Line Items]    
Forward basis price | $ / MWh (10) (10)
Forward basis price | Electricity | Maximum | Discounted Cash Flow | Level 3    
Unobservable Inputs Valuation Techniques [Line Items]    
Forward basis price | $ / MWh 5 6
Forward basis price | Electricity | Weighted Average | Discounted Cash Flow | Level 3    
Unobservable Inputs Valuation Techniques [Line Items]    
Forward basis price | $ / MWh 0 0

XML 62 R38.htm IDEA: XBRL DOCUMENT v3.20.1
Organization and Basis of Presentation (Details Textuals)
customer in Millions
Mar. 31, 2020
USD ($)
customer
Error Corrections and Prior Period Adjustments Restatement [Line Items]  
Number of electric utility customers | customer 2.2
Number of gas utility customers | customer 1.3
Significant potential exposure | $ $ 0
DTE Electric  
Error Corrections and Prior Period Adjustments Restatement [Line Items]  
Significant potential exposure | $ $ 0
NEXUS pipeline  
Error Corrections and Prior Period Adjustments Restatement [Line Items]  
Ownership interest 50.00%
SGG | Midstream Natural Gas Assets  
Error Corrections and Prior Period Adjustments Restatement [Line Items]  
Percent of assets acquired 85.00%
XML 63 FilingSummary.xml IDEA: XBRL DOCUMENT 3.20.1 html 616 523 1 false 152 0 false 16 false false R1.htm 0001000 - Document - Document and Entity Information Sheet http://www.dteenergy.com/role/DocumentAndEntityInformation Document and Entity Information Cover 1 false false R2.htm 1001000 - Statement - Consolidated Statements of Operations (Unaudited) Sheet http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited Consolidated Statements of Operations (Unaudited) Statements 2 false false R3.htm 1004000 - Statement - Consolidated Statements of Comprehensive Income (Unaudited) Sheet http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited Consolidated Statements of Comprehensive Income (Unaudited) Statements 3 false false R4.htm 1004001 - Statement - Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) Sheet http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnauditedParentheticals Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) Statements 4 false false R5.htm 1007000 - Statement - Consolidated Statements of Financial Position (Unaudited) Sheet http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited Consolidated Statements of Financial Position (Unaudited) Statements 5 false false R6.htm 1007501 - Statement - Consolidated Statements of Financial Position (Unaudited) (Parenthetical) Sheet http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnauditedParenthetical Consolidated Statements of Financial Position (Unaudited) (Parenthetical) Statements 6 false false R7.htm 1008000 - Statement - Consolidated Statements of Cash Flows (Unaudited) Sheet http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited Consolidated Statements of Cash Flows (Unaudited) Statements 7 false false R8.htm 1009000 - Statement - Consolidated Statements of Changes in Equity (Unaudited) Sheet http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited Consolidated Statements of Changes in Equity (Unaudited) Statements 8 false false R9.htm 1009501 - Statement - Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) Sheet http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnauditedParenthetical Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) Statements 9 false false R10.htm 2101100 - Disclosure - Organization and Basis of Presentation Sheet http://www.dteenergy.com/role/OrganizationAndBasisOfPresentation Organization and Basis of Presentation Notes 10 false false R11.htm 2102100 - Disclosure - Significant Accounting Policies Sheet http://www.dteenergy.com/role/SignificantAccountingPolicies Significant Accounting Policies Notes 11 false false R12.htm 2103100 - Disclosure - New Accounting Pronouncements Sheet http://www.dteenergy.com/role/NewAccountingPronouncements New Accounting Pronouncements Notes 12 false false R13.htm 2104100 - Disclosure - Acquisitions Sheet http://www.dteenergy.com/role/Acquisitions Acquisitions Notes 13 false false R14.htm 2105100 - Disclosure - Revenue Sheet http://www.dteenergy.com/role/Revenue Revenue Notes 14 false false R15.htm 2110100 - Disclosure - Regulatory Matters Sheet http://www.dteenergy.com/role/RegulatoryMatters Regulatory Matters Notes 15 false false R16.htm 2111100 - Disclosure - Earnings Per Share Sheet http://www.dteenergy.com/role/EarningsPerShare Earnings Per Share Notes 16 false false R17.htm 2112100 - Disclosure - Fair Value Sheet http://www.dteenergy.com/role/FairValue Fair Value Notes 17 false false R18.htm 2113100 - Disclosure - Financial and Other Derivative Instruments Sheet http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstruments Financial and Other Derivative Instruments Notes 18 false false R19.htm 2114100 - Disclosure - Long-Term Debt Sheet http://www.dteenergy.com/role/LongTermDebt Long-Term Debt Notes 19 false false R20.htm 2115100 - Disclosure - Short-Term Credit Arrangements and Borrowings Sheet http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowings Short-Term Credit Arrangements and Borrowings Notes 20 false false R21.htm 2117100 - Disclosure - Leases Sheet http://www.dteenergy.com/role/Leases Leases Notes 21 false false R22.htm 2118100 - Disclosure - Commitments and Contingencies Sheet http://www.dteenergy.com/role/CommitmentsAndContingencies Commitments and Contingencies Notes 22 false false R23.htm 2119100 - Disclosure - Retirement Benefits and Trusteed Assets Sheet http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssets Retirement Benefits and Trusteed Assets Notes 23 false false R24.htm 2120100 - Disclosure - Segment and Related Information Sheet http://www.dteenergy.com/role/SegmentAndRelatedInformation Segment and Related Information Notes 24 false false R25.htm 2202201 - Disclosure - Significant Accounting Policies (Policies) Sheet http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies Significant Accounting Policies (Policies) Policies http://www.dteenergy.com/role/SignificantAccountingPolicies 25 false false R26.htm 2301301 - Disclosure - Organization and Basis of Presentation (Tables) Sheet http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationTables Organization and Basis of Presentation (Tables) Tables http://www.dteenergy.com/role/OrganizationAndBasisOfPresentation 26 false false R27.htm 2302302 - Disclosure - Significant Accounting Policies (Tables) Sheet http://www.dteenergy.com/role/SignificantAccountingPoliciesTables Significant Accounting Policies (Tables) Tables http://www.dteenergy.com/role/SignificantAccountingPolicies 27 false false R28.htm 2304301 - Disclosure - Acquisitions (Tables) Sheet http://www.dteenergy.com/role/AcquisitionsTables Acquisitions (Tables) Tables http://www.dteenergy.com/role/Acquisitions 28 false false R29.htm 2305301 - Disclosure - Revenue (Tables) Sheet http://www.dteenergy.com/role/RevenueTables Revenue (Tables) Tables http://www.dteenergy.com/role/Revenue 29 false false R30.htm 2311301 - Disclosure - Earnings Per Share (Tables) Sheet http://www.dteenergy.com/role/EarningsPerShareTables Earnings Per Share (Tables) Tables http://www.dteenergy.com/role/EarningsPerShare 30 false false R31.htm 2312301 - Disclosure - Fair Value (Tables) Sheet http://www.dteenergy.com/role/FairValueTables Fair Value (Tables) Tables http://www.dteenergy.com/role/FairValue 31 false false R32.htm 2313301 - Disclosure - Financial and Other Derivative Instruments (Tables) Sheet http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsTables Financial and Other Derivative Instruments (Tables) Tables http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstruments 32 false false R33.htm 2314301 - Disclosure - Long-Term Debt (Tables) Sheet http://www.dteenergy.com/role/LongTermDebtTables Long-Term Debt (Tables) Tables http://www.dteenergy.com/role/LongTermDebt 33 false false R34.htm 2315301 - Disclosure - Short-Term Credit Arrangements and Borrowings (Tables) Sheet http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsTables Short-Term Credit Arrangements and Borrowings (Tables) Tables http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowings 34 false false R35.htm 2317301 - Disclosure - Leases (Tables) Sheet http://www.dteenergy.com/role/LeasesTables Leases (Tables) Tables http://www.dteenergy.com/role/Leases 35 false false R36.htm 2319301 - Disclosure - Retirement Benefits and Trusteed Assets (Tables) Sheet http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsTables Retirement Benefits and Trusteed Assets (Tables) Tables http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssets 36 false false R37.htm 2320301 - Disclosure - Segment and Related Information (Tables) Sheet http://www.dteenergy.com/role/SegmentAndRelatedInformationTables Segment and Related Information (Tables) Tables http://www.dteenergy.com/role/SegmentAndRelatedInformation 37 false false R38.htm 2401402 - Disclosure - Organization and Basis of Presentation (Details Textuals) Sheet http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals Organization and Basis of Presentation (Details Textuals) Details http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationTables 38 false false R39.htm 2401403 - Disclosure - Organization and Basis of Presentation (Consolidated Variable Interest Entities) (Details) Sheet http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails Organization and Basis of Presentation (Consolidated Variable Interest Entities) (Details) Details http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationTables 39 false false R40.htm 2401404 - Disclosure - Organization and Basis of Presentation (Non-Consolidated Variable Interest Entities) (Details) Sheet http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationNonConsolidatedVariableInterestEntitiesDetails Organization and Basis of Presentation (Non-Consolidated Variable Interest Entities) (Details) Details http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationTables 40 false false R41.htm 2402403 - Disclosure - Significant Accounting Policies (Other Income) (Details) Sheet http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails Significant Accounting Policies (Other Income) (Details) Details http://www.dteenergy.com/role/SignificantAccountingPoliciesTables 41 false false R42.htm 2402404 - Disclosure - Significant Accounting Policies (Details Textuals) Sheet http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals Significant Accounting Policies (Details Textuals) Details http://www.dteenergy.com/role/SignificantAccountingPoliciesTables 42 false false R43.htm 2402405 - Disclosure - Significant Accounting Policies (Income Taxes) (Details) Sheet http://www.dteenergy.com/role/SignificantAccountingPoliciesIncomeTaxesDetails Significant Accounting Policies (Income Taxes) (Details) Details http://www.dteenergy.com/role/SignificantAccountingPoliciesTables 43 false false R44.htm 2402406 - Disclosure - Significant Accounting Policies (Financing Receivables Classified by Internal Grade of Credit Risk) (Details) Sheet http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails Significant Accounting Policies (Financing Receivables Classified by Internal Grade of Credit Risk) (Details) Details http://www.dteenergy.com/role/SignificantAccountingPoliciesTables 44 false false R45.htm 2402407 - Disclosure - Significant Accounting Policies (Roll-Forward of Activity for Financing Receivables Credit Loss Reserves) (Details) Sheet http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails Significant Accounting Policies (Roll-Forward of Activity for Financing Receivables Credit Loss Reserves) (Details) Details http://www.dteenergy.com/role/SignificantAccountingPoliciesTables 45 false false R46.htm 2404402 - Disclosure - Acquisitions (Details Textuals) Sheet http://www.dteenergy.com/role/AcquisitionsDetailsTextuals Acquisitions (Details Textuals) Details http://www.dteenergy.com/role/AcquisitionsTables 46 false false R47.htm 2404403 - Disclosure - Acquisitions (Purchase Price Allocation - Power and Industrial Segment Acquisition) (Details) Sheet http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails Acquisitions (Purchase Price Allocation - Power and Industrial Segment Acquisition) (Details) Details http://www.dteenergy.com/role/AcquisitionsTables 47 false false R48.htm 2404404 - Disclosure - Acquisitions (Purchase Price Allocation - Electric Segment Acquisition) (Details) Sheet http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails Acquisitions (Purchase Price Allocation - Electric Segment Acquisition) (Details) Details http://www.dteenergy.com/role/AcquisitionsTables 48 false false R49.htm 2404405 - Disclosure - Acquisitions (Purchase Price Allocation - Gas Storage and Pipelines Segment Acquisition) (Details) Sheet http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails Acquisitions (Purchase Price Allocation - Gas Storage and Pipelines Segment Acquisition) (Details) Details http://www.dteenergy.com/role/AcquisitionsTables 49 false false R50.htm 2405402 - Disclosure - Revenue (Disaggregation of Revenue) (Details) Sheet http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails Revenue (Disaggregation of Revenue) (Details) Details http://www.dteenergy.com/role/RevenueTables 50 false false R51.htm 2405403 - Disclosure - Revenue (Deferred Revenue) (Details) Sheet http://www.dteenergy.com/role/RevenueDeferredRevenueDetails Revenue (Deferred Revenue) (Details) Details http://www.dteenergy.com/role/RevenueTables 51 false false R52.htm 2405404 - Disclosure - Revenue (Expected Recognition of Deferred Revenue) (Details) Sheet http://www.dteenergy.com/role/RevenueExpectedRecognitionOfDeferredRevenueDetails Revenue (Expected Recognition of Deferred Revenue) (Details) Details http://www.dteenergy.com/role/RevenueTables 52 false false R53.htm 2405405 - Disclosure - Revenue (Expected Timing of Performance Obligation Satisfaction) (Details) Sheet http://www.dteenergy.com/role/RevenueExpectedTimingOfPerformanceObligationSatisfactionDetails Revenue (Expected Timing of Performance Obligation Satisfaction) (Details) Details http://www.dteenergy.com/role/RevenueTables 53 false false R54.htm 2410401 - Disclosure - Regulatory Matters (Details Textuals) Sheet http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals Regulatory Matters (Details Textuals) Details http://www.dteenergy.com/role/RegulatoryMatters 54 false false R55.htm 2411402 - Disclosure - Earnings Per Share (Details) Sheet http://www.dteenergy.com/role/EarningsPerShareDetails Earnings Per Share (Details) Details http://www.dteenergy.com/role/EarningsPerShareTables 55 false false R56.htm 2412402 - Disclosure - Fair Value (Assets and Liabilities Recorded at Fair Value on a Recurring Basis) (Details) Sheet http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails Fair Value (Assets and Liabilities Recorded at Fair Value on a Recurring Basis) (Details) Details http://www.dteenergy.com/role/FairValueTables 56 false false R57.htm 2412403 - Disclosure - Fair Value (Details Textuals) Sheet http://www.dteenergy.com/role/FairValueDetailsTextuals Fair Value (Details Textuals) Details http://www.dteenergy.com/role/FairValueTables 57 false false R58.htm 2412404 - Disclosure - Fair Value (Reconciliation of Level 3 Assets and Liabilities at Fair Value on a Recurring Basis) (Details) Sheet http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails Fair Value (Reconciliation of Level 3 Assets and Liabilities at Fair Value on a Recurring Basis) (Details) Details http://www.dteenergy.com/role/FairValueTables 58 false false R59.htm 2412405 - Disclosure - Fair Value (Unobservable Inputs related to Level 3 Assets and Liabilities) (Details) Sheet http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails Fair Value (Unobservable Inputs related to Level 3 Assets and Liabilities) (Details) Details http://www.dteenergy.com/role/FairValueTables 59 false false R60.htm 2412406 - Disclosure - Fair Value (Fair Value of Financial Instruments) (Details) Sheet http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails Fair Value (Fair Value of Financial Instruments) (Details) Details http://www.dteenergy.com/role/FairValueTables 60 false false R61.htm 2412407 - Disclosure - Fair Value (Fair Value of Nuclear Decommissioning Trust Fund Assets) (Details) Sheet http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails Fair Value (Fair Value of Nuclear Decommissioning Trust Fund Assets) (Details) Details http://www.dteenergy.com/role/FairValueTables 61 false false R62.htm 2412408 - Disclosure - Fair Value (Gains and Losses and Proceeds from the Sale of Securities by the Nuclear Decommissioning Trust Funds) (Details) Sheet http://www.dteenergy.com/role/FairValueGainsAndLossesAndProceedsFromSaleOfSecuritiesByNuclearDecommissioningTrustFundsDetails Fair Value (Gains and Losses and Proceeds from the Sale of Securities by the Nuclear Decommissioning Trust Funds) (Details) Details http://www.dteenergy.com/role/FairValueTables 62 false false R63.htm 2412409 - Disclosure - Fair Value (Fair Value and Unrealized Gains and Losses for the Nuclear Decommissioning Trust Funds) (Details) Sheet http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails Fair Value (Fair Value and Unrealized Gains and Losses for the Nuclear Decommissioning Trust Funds) (Details) Details http://www.dteenergy.com/role/FairValueTables 63 false false R64.htm 2412410 - Disclosure - Fair Value Fair Value (Fair Value of Fixed Income Securities Held in Nuclear Decommissioning Trust Funds (Details) Sheet http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails Fair Value Fair Value (Fair Value of Fixed Income Securities Held in Nuclear Decommissioning Trust Funds (Details) Details 64 false false R65.htm 2413402 - Disclosure - Financial and Other Derivative Instruments (Fair Value of Derivative Instruments) (Details) Sheet http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails Financial and Other Derivative Instruments (Fair Value of Derivative Instruments) (Details) Details http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsTables 65 false false R66.htm 2413403 - Disclosure - Financial and Other Derivative Instruments (Details Textuals) Sheet http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsDetailsTextuals Financial and Other Derivative Instruments (Details Textuals) Details http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsTables 66 false false R67.htm 2413404 - Disclosure - Financial and Other Derivative Instruments (Net Cash Collateral Offsetting Arrangements) (Details) Sheet http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNetCashCollateralOffsettingArrangementsDetails Financial and Other Derivative Instruments (Net Cash Collateral Offsetting Arrangements) (Details) Details http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsTables 67 false false R68.htm 2413405 - Disclosure - Financial and Other Derivative Instruments (Netting Offsets of Derivative Assets and Liabilities) (Details) Sheet http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails Financial and Other Derivative Instruments (Netting Offsets of Derivative Assets and Liabilities) (Details) Details http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsTables 68 false false R69.htm 2413406 - Disclosure - Financial and Other Derivative Instruments (Netting Offsets Reconciliation to Balance Sheet) (Details) Sheet http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails Financial and Other Derivative Instruments (Netting Offsets Reconciliation to Balance Sheet) (Details) Details http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsTables 69 false false R70.htm 2413407 - Disclosure - Financial and Other Derivative Instruments (Effect of Derivatives not Designated as Hedging Instruments on the Consolidated Statement of Operations) (Details) Sheet http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsEffectOfDerivativesNotDesignatedAsHedgingInstrumentsOnConsolidatedStatementOfOperationsDetails Financial and Other Derivative Instruments (Effect of Derivatives not Designated as Hedging Instruments on the Consolidated Statement of Operations) (Details) Details http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsTables 70 false false R71.htm 2413408 - Disclosure - Financial and Other Derivative Instruments (Cumulative Gross Volume of Derivative Contracts Outstanding) (Details) Sheet http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsCumulativeGrossVolumeOfDerivativeContractsOutstandingDetails Financial and Other Derivative Instruments (Cumulative Gross Volume of Derivative Contracts Outstanding) (Details) Details http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsTables 71 false false R72.htm 2414402 - Disclosure - Long-Term Debt (Schedule of Issued Debt) (Details) Sheet http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails Long-Term Debt (Schedule of Issued Debt) (Details) Details http://www.dteenergy.com/role/LongTermDebtTables 72 false false R73.htm 2414403 - Disclosure - Long-Term Debt (Details Textuals) Sheet http://www.dteenergy.com/role/LongTermDebtDetailsTextuals Long-Term Debt (Details Textuals) Details http://www.dteenergy.com/role/LongTermDebtTables 73 false false R74.htm 2414404 - Disclosure - Long-Term Debt (Schedule of Debt Redeemed) (Details) Sheet http://www.dteenergy.com/role/LongTermDebtScheduleOfDebtRedeemedDetails Long-Term Debt (Schedule of Debt Redeemed) (Details) Details http://www.dteenergy.com/role/LongTermDebtTables 74 false false R75.htm 2415402 - Disclosure - Short-Term Credit Arrangements and Borrowings (Details Textuals) Sheet http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals Short-Term Credit Arrangements and Borrowings (Details Textuals) Details http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsTables 75 false false R76.htm 2415403 - Disclosure - Short-Term Credit Arrangements and Borrowings (Details) Sheet http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails Short-Term Credit Arrangements and Borrowings (Details) Details http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsTables 76 false false R77.htm 2417402 - Disclosure - Leases (Details Textuals) Sheet http://www.dteenergy.com/role/LeasesDetailsTextuals Leases (Details Textuals) Details http://www.dteenergy.com/role/LeasesTables 77 false false R78.htm 2417403 - Disclosure - Leases (Components of Net Investment in Finance Leases) (Details) Sheet http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails Leases (Components of Net Investment in Finance Leases) (Details) Details http://www.dteenergy.com/role/LeasesTables 78 false false R79.htm 2417404 - Disclosure - Leases (Lease Income Associated with Operating Leases) (Details) Sheet http://www.dteenergy.com/role/LeasesLeaseIncomeAssociatedWithOperatingLeasesDetails Leases (Lease Income Associated with Operating Leases) (Details) Details http://www.dteenergy.com/role/LeasesTables 79 false false R80.htm 2418401 - Disclosure - Commitments and Contingencies (Details Textuals) Sheet http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals Commitments and Contingencies (Details Textuals) Details http://www.dteenergy.com/role/CommitmentsAndContingencies 80 false false R81.htm 2419402 - Disclosure - Retirement Benefits and Trusteed Assets (Details) Sheet http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails Retirement Benefits and Trusteed Assets (Details) Details http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsTables 81 false false R82.htm 2419403 - Disclosure - Retirement Benefits and Trusteed Assets (Details Textuals) Sheet http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetailsTextuals Retirement Benefits and Trusteed Assets (Details Textuals) Details http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsTables 82 false false R83.htm 2420402 - Disclosure - Segment and Related Information (Details Textuals) Sheet http://www.dteenergy.com/role/SegmentAndRelatedInformationDetailsTextuals Segment and Related Information (Details Textuals) Details http://www.dteenergy.com/role/SegmentAndRelatedInformationTables 83 false false R84.htm 2420403 - Disclosure - Segment and Related Information (Financial Data - Inter-segment Billing) (Details) Sheet http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails Segment and Related Information (Financial Data - Inter-segment Billing) (Details) Details http://www.dteenergy.com/role/SegmentAndRelatedInformationTables 84 false false R85.htm 2420404 - Disclosure - Segment and Related Information (Financial Data - Operating Revenues including Inter-segment Revenues) (Details) Sheet http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails Segment and Related Information (Financial Data - Operating Revenues including Inter-segment Revenues) (Details) Details http://www.dteenergy.com/role/SegmentAndRelatedInformationTables 85 false false R86.htm 2420405 - Disclosure - Segment and Related Information (Financial Data - Net Income (Loss) Attributable to DTE Energy by Segment) (Details) Sheet http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataNetIncomeLossAttributableToDteEnergyBySegmentDetails Segment and Related Information (Financial Data - Net Income (Loss) Attributable to DTE Energy by Segment) (Details) Details http://www.dteenergy.com/role/SegmentAndRelatedInformationTables 86 false false All Reports Book All Reports dteenergy2020033110q.htm a20200331ex10108.htm a20200331ex10109.htm a20200331ex10110.htm a20200331ex10111.htm a20200331ex10112.htm a20200331ex10113.htm a20200331ex10114.htm a20200331ex31177.htm a20200331ex31178.htm a20200331ex31179.htm a20200331ex31180.htm a20200331ex32177.htm a20200331ex32178.htm a20200331ex32179.htm a20200331ex32180.htm a20200331ex4314.htm a20200331ex4315.htm dte-20200331.xsd dte-20200331_cal.xml dte-20200331_def.xml dte-20200331_lab.xml dte-20200331_pre.xml dtecolorlogoa04.jpg http://xbrl.sec.gov/dei/2019-01-31 http://fasb.org/srt/2019-01-31 http://fasb.org/us-gaap/2019-01-31 http://xbrl.sec.gov/stpr/2018-01-31 true true XML 64 R34.htm IDEA: XBRL DOCUMENT v3.20.1
Short-Term Credit Arrangements and Borrowings (Tables)
 3 Months Ended
Mar. 31, 2020
Short-term Debt [Abstract]  
Schedule of Line of Credit Facilities
The availability under the facilities in place at March 31, 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 revolving credit facility, expiring April 2024
1,500

 
500

 
300

 
2,300

 
2,260

 
500

 
300

 
3,060

Amounts outstanding at March 31, 2020
 
 
 
 
 
 
 
Commercial paper issuances
107

 
71

 
3

 
181

Letters of credit
231

 
—

 
—

 
231

Unsecured term loan
500

 
—

 
—

 
500

Revolver borrowings
300

 
—

 
150

 
450

 
1,138

 
71

 
153

 
1,362

Net availability at March 31, 2020
$
1,122

 
$
429

 
$
147

 
$
1,698
XML 65 R2.htm IDEA: XBRL DOCUMENT v3.20.1
Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Millions, $ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Operating Revenues    
Utility operations $ 1,733 $ 1,864
Non-utility operations 1,289 1,650
Operating Revenues 3,022 3,514
Operating Expenses    
Fuel, purchased power, and gas — utility 467 582
Fuel, purchased power, and gas — non-utility 968 1,385
Operation and maintenance 579 591
Depreciation and amortization 353 296
Taxes other than income 119 118
Asset (gains) losses and impairments, net (10) 0
Operating Expenses 2,476 2,972
Operating Income 546 542
Other (Income) and Deductions    
Interest expense 175 152
Interest income (10) (4)
Non-operating retirement benefits, net 9 9
Other income (65) (88)
Other expenses 46 11
Other (Income) and Deductions 155 80
Income Before Income Taxes 391 462
Income Tax Expense 49 54
Net Income 342 408
Less: Net Income Attributable to Noncontrolling Interests 2 7
Net Income Attributable to DTE Energy Company/DTE Electric Company $ 340 $ 401
Basic Earnings per Common Share    
Net Income Attributable to DTE Energy Company (in dollars per share) $ 1.77 $ 2.20
Diluted Earnings per Common Share    
Net Income Attributable to DTE Energy Company (in dollars per share) $ 1.76 $ 2.19
Weighted Average Common Shares Outstanding    
Basic (in shares) 192 182
Diluted (in shares) 192 183
DTE Electric    
Operating Revenues    
Utility operations $ 1,212 $ 1,235
Operating Expenses    
Fuel, purchased power, and gas — utility 297 346
Operation and maintenance 360 358
Depreciation and amortization 258 221
Taxes other than income 83 84
Operating Expenses 998 1,009
Operating Income 214 226
Other (Income) and Deductions    
Interest expense 81 76
Interest income (2) (1)
Other income (13) (33)
Other expenses 41 8
Other (Income) and Deductions 107 50
Income Before Income Taxes 107 176
Income Tax Expense 13 29
Net Income Attributable to DTE Energy Company/DTE Electric Company $ 94 $ 147
XML 66 R6.htm IDEA: XBRL DOCUMENT v3.20.1
Consolidated Statements of Financial Position (Unaudited) (Parenthetical) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Allowance for doubtful accounts $ 90 $ 91
Shareholder’s Equity    
Common stock, shares authorized (in shares) 400,000,000 400,000,000
Common stock, shares issued (in shares) 192,611,882 192,208,533
Common stock, shares outstanding (in shares) 192,611,882 192,208,533
DTE Electric    
Allowance for doubtful accounts $ 43 $ 46
Shareholder’s Equity    
Par value (in dollars per share) $ 10 $ 10
Common stock, shares authorized (in shares) 400,000,000 400,000,000
Common stock, shares issued (in shares) 138,632,324 138,632,324
Common stock, shares outstanding (in shares) 138,632,324 138,632,324
XML 67 R30.htm IDEA: XBRL DOCUMENT v3.20.1
Earnings Per Share (Tables)
 3 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following is a reconciliation of DTE Energy's basic and diluted income per share calculation:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions, except per share amounts)
Basic Earnings per Share
 
 
 
Net Income Attributable to DTE Energy Company
$
340

 
$
401

Less: Allocation of earnings to net restricted stock awards
1

 
1

Net income available to common shareholders — basic
$
339

 
$
400

 
 
 
 
Average number of common shares outstanding — basic
192

 
182

Basic Earnings per Common Share
$
1.77

 
$
2.20

 
 
 
 
Diluted Earnings per Share
 
 
 
Net Income Attributable to DTE Energy Company
$
340

 
$
401

Less: Allocation of earnings to net restricted stock awards
1

 
1

Net income available to common shareholders — diluted
$
339

 
$
400

 
 
 
 
Average number of common shares outstanding — basic
192

 
182

Incremental shares attributable to:
 
 
 
Average dilutive equity units, performance share awards, and stock options
—

 
1

Average number of common shares outstanding — diluted
192

 
183

Diluted Earnings per Common Share(a)
$
1.76

 
$
2.19

_______________________________________
(a)
Equity Units excluded from the calculation of diluted EPS were approximately 9.7 million for the three months ended March 31, 2020 as the dilutive stock price threshold was not met.
XML 68 R13.htm IDEA: XBRL DOCUMENT v3.20.1
Acquisitions
 3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Acquisitions 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 $97 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
$
18

Property, plant, and equipment, net
76

Working capital
3

Total
$
97


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
6

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.
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 includes $2.36 billion paid in cash and an estimated $380 million of contingent consideration to be paid upon completion of a gathering pipeline in the second half of 2020. The contingent payment will range from $0 million to $385 million, with no payment due until the pipeline is completed. As of March 31, 2020, the liability for the contingent consideration payment and the related accretion expense of $2 million is included in the 'Acquisition related deferred payment' line in the Consolidated Statements of Financial Position. 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 $100 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 March 31, 2020, total goodwill was approximately $173 million, including $2 million resulting from working capital adjustments recorded during the first quarter of 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.
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
173

Customer relationship intangibles
1,473

Other current assets
1

 
$
2,775

Liabilities
 
Accounts payable
$
26

Acquisition related deferred payment
380

Other current liabilities
2

Asset retirement obligations
9

 
$
417

Total cash consideration
$
2,358


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.
XML 69 R17.htm IDEA: XBRL DOCUMENT v3.20.1
Fair Value
 3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value 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 March 31, 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.
The following table presents assets and liabilities for DTE Energy measured and recorded at fair value on a recurring basis(a):
 
March 31, 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)
$
421

 
$
—

 
$
—

 
$
—

 
$
—

 
$
421

 
$
15

 
$
—

 
$
—

 
$
—

 
$
—

 
$
15

Nuclear decommissioning trusts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
792

 
—

 
—

 
—

 
—

 
792

 
1,046

 
—

 
—

 
—

 
—

 
1,046

Fixed income securities
127

 
376

 
—

 
—

 
—

 
503

 
160

 
378

 
—

 
—

 
—

 
538

Private equity and other
—

 
—

 
—

 
62

 
—

 
62

 
—

 
—

 
—

 
43

 
—

 
43

Cash equivalents
82

 
—

 
—

 
—

 
—

 
82

 
34

 
—

 
—

 
—

 
—

 
34

Other investments(e)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
115

 
—

 
—

 
—

 
—

 
115

 
140

 
—

 
—

 
—

 
—

 
140

Fixed income securities
71

 
—

 
—

 
—

 
—

 
71

 
79

 
—

 
—

 
—

 
—

 
79

Cash equivalents
4

 
—

 
—

 
—

 
—

 
4

 
4

 
—

 
—

 
—

 
—

 
4

Derivative assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity contracts(f)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Natural gas
132

 
78

 
72

 
—

 
(204
)
 
78

 
205

 
76

 
74

 
—

 
(266
)
 
89

Electricity
—

 
214

 
99

 
—

 
(242
)
 
71

 
—

 
223

 
83

 
—

 
(225
)
 
81

Environmental & Other
—

 
178

 
1

 
—

 
(163
)
 
16

 
—

 
110

 
3

 
—

 
(110
)
 
3

Foreign currency exchange contracts
—

 
7

 
—

 
—

 
(2
)
 
5

 
—

 
1

 
—

 
—

 
—

 
1

Total derivative assets
132

 
477

 
172


—

 
(611
)
 
170

 
205

 
410

 
160

 
—


(601
)
 
174

Total
$
1,744

 
$
853

 
$
172


$
62

 
$
(611
)
 
$
2,220

 
$
1,683

 
$
788

 
$
160

 
$
43


$
(601
)
 
$
2,073

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity contracts(f)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Natural gas
$
(170
)
 
$
(44
)
 
$
(64
)
 
$
—

 
$
204

 
$
(74
)
 
$
(221
)
 
$
(41
)
 
$
(89
)
 
$
—

 
$
266

 
$
(85
)
Electricity
—

 
(233
)
 
(84
)
 
—

 
242

 
(75
)
 
—

 
(231
)
 
(67
)
 
—

 
225

 
(73
)
Environmental & Other
(5
)
 
(144
)
 
—

 
—

 
163

 
14

 
—

 
(121
)
 
—

 
—

 
110

 
(11
)
Foreign currency exchange contracts
—

 
(2
)
 
—

 
—

 
2

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total
$
(175
)
 
$
(423
)
 
$
(148
)
 
$
—

 
$
611

 
$
(135
)
 
$
(221
)
 
$
(393
)
 
$
(156
)
 
$
—

 
$
601

 
$
(169
)
Net Assets at end of period
$
1,569

 
$
430

 
$
24

 
$
62

 
$
—

 
$
2,085

 
$
1,462

 
$
395

 
$
4

 
$
43

 
$
—

 
$
1,904

Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
$
550

 
$
350

 
$
122

 
$
—

 
$
(489
)
 
$
533

 
$
218

 
$
320

 
$
123

 
$
—

 
$
(513
)
 
$
148

Noncurrent
1,194

 
503

 
50

 
62

 
(122
)
 
1,687

 
1,465

 
468

 
37

 
43

 
(88
)
 
1,925

Total Assets
$
1,744

 
$
853

 
$
172

 
$
62

 
$
(611
)
 
$
2,220

 
$
1,683

 
$
788

 
$
160

 
$
43

 
$
(601
)
 
$
2,073

Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
$
(163
)
 
$
(325
)
 
$
(89
)
 
$
—

 
$
489

 
$
(88
)
 
$
(211
)
 
$
(300
)
 
$
(85
)
 
$
—

 
$
513

 
$
(83
)
Noncurrent
(12
)
 
(98
)
 
(59
)
 
—

 
122

 
(47
)
 
(10
)
 
(93
)
 
(71
)
 
—

 
88

 
(86
)
Total Liabilities
$
(175
)
 
$
(423
)
 
$
(148
)
 
$
—

 
$
611

 
$
(135
)
 
$
(221
)
 
$
(393
)
 
$
(156
)
 
$
—

 
$
601

 
$
(169
)
Net Assets at end of period
$
1,569

 
$
430

 
$
24

 
$
62

 
$
—

 
$
2,085

 
$
1,462

 
$
395

 
$
4

 
$
43

 
$
—

 
$
1,904


_______________________________________
(a)
See footnotes on following page.
_______________________________________
(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 March 31, 2020, the $421 million consisted of $409 million, $1 million, and $11 million of cash equivalents included in Cash and cash equivalents, Restricted cash, and Other investments 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:
 
March 31, 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)
$
11

 
$
—

 
$
—

 
$
—

 
$
11

 
$
11

 
$
—

 
$
—

 
$
—

 
$
11

Nuclear decommissioning trusts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
792

 
—

 
—

 
—

 
792

 
1,046

 
—

 
—

 
—

 
1,046

Fixed income securities
127

 
376

 
—

 
—

 
503

 
160

 
378

 
—

 
—

 
538

Private equity and other
—

 
—

 
—

 
62

 
62

 
—

 
—

 
—

 
43

 
43

Cash equivalents
82

 
—

 
—

 
—

 
82

 
34

 
—

 
—

 
—

 
34

Other investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
11

 
—

 
—

 
—

 
11

 
13

 
—

 
—

 
—

 
13

Derivative assets — FTRs
—

 
—

 
1

 
—

 
1

 
—

 
—

 
3

 
—

 
3

Total
$
1,023

 
$
376

 
$
1

 
$
62

 
$
1,462

 
$
1,264

 
$
378

 
$
3

 
$
43

 
$
1,688

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
$
11

 
$
—

 
$
1

 
$
—

 
$
12

 
$
11

 
$
—

 
$
3

 
$
—

 
$
14

Noncurrent
1,012

 
376

 
—

 
62

 
1,450

 
1,253

 
378

 
—

 
43

 
1,674

Total Assets
$
1,023

 
$
376

 
$
1

 
$
62

 
$
1,462

 
$
1,264

 
$
378

 
$
3

 
$
43

 
$
1,688

_______________________________________
(a)
Amounts represent assets valued at NAV as a practical expedient for fair value.
(b)
At March 31, 2020 and December 31, 2019, the $11 million consisted of cash equivalents 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.
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 $159 million and $151 million as of March 31, 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 March 31, 2020
 
Three Months Ended March 31, 2019
 
Natural Gas
 
Electricity
 
Other
 
Total
 
Natural Gas
 
Electricity
 
Other
 
Total
 
(In millions)
Net Assets (Liabilities) as of January 1
$
(15
)
 
$
16

 
$
3

 
$
4

 
$
(49
)
 
$
(2
)
 
$
7

 
$
(44
)
Transfers into Level 3 from Level 2
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Transfers from Level 3 into Level 2
(1
)
 
—

 
—

 
(1
)
 
—

 
—

 
—

 
—

Total gains (losses)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Included in earnings
24

 
20

 
—

 
44

 
31

 
(31
)
 
(1
)
 
(1
)
Recorded in Regulatory liabilities
—

 
—

 
(2
)
 
(2
)
 
—

 
—

 
(3
)
 
(3
)
Purchases, issuances, and settlements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Settlements
—

 
(21
)
 
—

 
(21
)
 
8

 
8

 
(1
)
 
15

Net Assets (Liabilities) as of March 31
$
8

 
$
15

 
$
1

 
$
24

 
$
(10
)
 
$
(25
)
 
$
2

 
$
(33
)
The amount of total gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31, 2020 and 2019 and reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations
$
19

 
$
21

 
$
—

 
$
40

 
$
16

 
$
(21
)
 
$
(1
)
 
$
(6
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 March 31,
 
2020
 
2019
 
(In millions)
Net Assets as of beginning of period
$
3

 
$
6

Change in fair value recorded in Regulatory liabilities
(2
)
 
(3
)
Purchases, issuances, and settlements
 
 
 
Settlements
—

 
(1
)
Net Assets as of March 31
$
1

 
$
2

The amount of total gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets held at March 31, 2020 and 2019 and reflected in DTE Electric's Consolidated Statements of Financial Position
$
—

 
$
—


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 months ended March 31, 2020 and 2019.
The following tables present the unobservable inputs related to DTE Energy's Level 3 assets and liabilities:
 
 
March 31, 2020
 
 
 
 
 
 
 
 
 
 
 
Commodity Contracts
 
Derivative Assets
 
Derivative Liabilities
 
Valuation Techniques
 
Unobservable Input
 
Range
 
Weighted Average
 
 
(In millions)
 
 
 
 
 
 
 
 
 
 
 
Natural Gas
 
$
72

 
$
(64
)
 
Discounted Cash Flow
 
Forward basis price (per MMBtu)
 
$
(0.84
)
—
 
$
4.20
/MMBtu
 
$
(0.07
)/MMBtu
Electricity
 
$
99

 
$
(84
)
 
Discounted Cash Flow
 
Forward basis price (per MWh)
 
$
(10
)
—
 
$
5
/MWh
 
$
—

 
 
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
)
—
 
$
6
/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:
 
March 31, 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
$
68

 
$
—

 
$
—

 
$
68

 
$
184

 
$
—

 
$
—

 
$
184

Short-term borrowings
$
1,131

 
$
—

 
$
1,131

 
$
—

 
$
828

 
$
—

 
$
828

 
$
—

Notes payable — Other(b), excluding lessee finance leases
$
15

 
$
—

 
$
—

 
$
15

 
$
25

 
$
—

 
$
—

 
$
25

Long-term debt(c)
$
17,398

 
$
2,120

 
$
12,108

 
$
3,824

 
$
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:
 
March 31, 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
$
11

 
$
—

 
$
—

 
$
11

 
$
9

 
$
—

 
$
—

 
$
9

Short-term borrowings — affiliates
$
139

 
$
—

 
$
—

 
$
139

 
$
97

 
$
—

 
$
—

 
$
97

Short-term borrowings — other
$
71

 
$
—

 
$
71

 
$
—

 
$
354

 
$
—

 
$
354

 
$
—

Notes payable — Other(b), excluding lessee finance leases
$
11

 
$
—

 
$
—

 
$
11

 
$
21

 
$
—

 
$
—

 
$
21

Long-term debt(c)
$
7,970

 
$
—

 
$
7,373

 
$
1,330

 
$
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."
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:
 
March 31, 2020
 
December 31, 2019
 
(In millions)
Fermi 2
$
1,430

 
$
1,650

Fermi 1
3

 
3

Low-level radioactive waste
6

 
8


$
1,439

 
$
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 March 31,
 
2020
 
2019
 
(In millions)
Realized gains
$
31

 
$
11

Realized losses
$
(16
)
 
$
(7
)
Proceeds from sale of securities
$
439

 
$
176


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:
 
March 31, 2020
 
December 31, 2019
 
Fair
Value
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Gains
 
Unrealized
Losses
 
(In millions)
Equity securities
$
792

 
$
244

 
$
(128
)
 
$
1,046

 
$
396

 
$
(39
)
Fixed income securities
503

 
26

 
(6
)
 
538

 
24

 
(1
)
Private equity and other
62

 
—

 
—

 
43

 
—

 
—

Cash equivalents
82

 
—

 
—

 
34

 
—

 
—

 
$
1,439

 
$
270

 
$
(134
)
 
$
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:
 
March 31, 2020
 
(In millions)
Due within one year
$
24

Due after one through five years
83

Due after five through ten years
106

Due after ten years
290

 
$
503


Other Securities
At March 31, 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. For the three months ended March 31, 2020, losses related to the Trust were $31 million, including $23 million related to equity securities and $8 million related to fixed income securities. For the three months ended March 31, 2019, gains related to the Trust were $17 million, including $13 million related to equity securities and $4 million related to fixed income securities. Gains or losses related to the Rabbi Trust assets 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.
JSON 70 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "dteenergy2020033110q.htm": { "axisCustom": 1, "axisStandard": 46, "contextCount": 616, "dts": { "calculationLink": { "local": [ "dte-20200331_cal.xml" ] }, "definitionLink": { "local": [ "dte-20200331_def.xml" ], "remote": [ "http://xbrl.fasb.org/us-gaap/2019/elts/us-gaap-eedm-def-2019-01-31.xml", "http://xbrl.fasb.org/srt/2019/elts/srt-eedm1-def-2019-01-31.xml" ] }, "inline": { "local": [ "dteenergy2020033110q.htm" ] }, "labelLink": { "local": [ "dte-20200331_lab.xml" ], "remote": [ "https://xbrl.sec.gov/dei/2019/dei-doc-2019-01-31.xml", "http://xbrl.fasb.org/us-gaap/2019/elts/us-gaap-doc-2019-01-31.xml" ] }, "presentationLink": { "local": [ "dte-20200331_pre.xml" ] }, "referenceLink": { "remote": [ "http://xbrl.fasb.org/us-gaap/2019/elts/us-gaap-ref-2019-01-31.xml", "https://xbrl.sec.gov/dei/2019/dei-ref-2019-01-31.xml" ] }, "schema": { "local": [ "dte-20200331.xsd" ], "remote": [ "http://xbrl.fasb.org/srt/2019/elts/srt-types-2019-01-31.xsd", "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/dtr/type/numeric-2009-12-16.xsd", "http://www.xbrl.org/dtr/type/nonNumeric-2009-12-16.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://xbrl.fasb.org/srt/2019/elts/srt-2019-01-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://xbrl.fasb.org/us-gaap/2019/elts/us-gaap-2019-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2019/elts/us-roles-2019-01-31.xsd", "http://xbrl.fasb.org/srt/2019/elts/srt-roles-2019-01-31.xsd", "https://xbrl.sec.gov/country/2017/country-2017-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2019/elts/us-types-2019-01-31.xsd", "http://www.xbrl.org/lrr/arcrole/factExplanatory-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "https://xbrl.sec.gov/currency/2019/currency-2019-01-31.xsd", "https://xbrl.sec.gov/dei/2019/dei-2019-01-31.xsd", "https://xbrl.sec.gov/exch/2019/exch-2019-01-31.xsd", "http://xbrl.sec.gov/naics/2017/naics-2017-01-31.xsd", "http://xbrl.sec.gov/sic/2011/sic-2011-01-31.xsd", "https://xbrl.sec.gov/stpr/2018/stpr-2018-01-31.xsd", "http://www.xbrl.org/lrr/role/deprecated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "http://xbrl.fasb.org/us-gaap/2019/elts/us-parts-codification-2019-01-31.xsd" ] } }, "elementCount": 818, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2019-01-31": 48, "http://www.dteenergy.com/20200331": 4, "http://xbrl.sec.gov/dei/2019-01-31": 6, "total": 58 }, "keyCustom": 76, "keyStandard": 447, "memberCustom": 84, "memberStandard": 60, "nsprefix": "dte", "nsuri": "http://www.dteenergy.com/20200331", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "0001000 - Document - Document and Entity Information", "role": "http://www.dteenergy.com/role/DocumentAndEntityInformation", "shortName": "Document and Entity Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2101100 - Disclosure - Organization and Basis of Presentation", "role": "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentation", "shortName": "Organization and Basis of Presentation", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2102100 - Disclosure - Significant Accounting Policies", "role": "http://www.dteenergy.com/role/SignificantAccountingPolicies", "shortName": "Significant Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2103100 - Disclosure - New Accounting Pronouncements", "role": "http://www.dteenergy.com/role/NewAccountingPronouncements", "shortName": "New Accounting Pronouncements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2104100 - Disclosure - Acquisitions", "role": "http://www.dteenergy.com/role/Acquisitions", "shortName": "Acquisitions", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2105100 - Disclosure - Revenue", "role": "http://www.dteenergy.com/role/Revenue", "shortName": "Revenue", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PublicUtilitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2110100 - Disclosure - Regulatory Matters", "role": "http://www.dteenergy.com/role/RegulatoryMatters", "shortName": "Regulatory Matters", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PublicUtilitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2111100 - Disclosure - Earnings Per Share", "role": "http://www.dteenergy.com/role/EarningsPerShare", "shortName": "Earnings Per Share", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2112100 - Disclosure - Fair Value", "role": "http://www.dteenergy.com/role/FairValue", "shortName": "Fair Value", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2113100 - Disclosure - Financial and Other Derivative Instruments", "role": "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstruments", "shortName": "Financial and Other Derivative Instruments", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2114100 - Disclosure - Long-Term Debt", "role": "http://www.dteenergy.com/role/LongTermDebt", "shortName": "Long-Term Debt", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:RegulatedOperatingRevenue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1001000 - Statement - Consolidated Statements of Operations (Unaudited)", "role": "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "shortName": "Consolidated Statements of Operations (Unaudited)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "lang": null, "name": "us-gaap:UtilitiesOperatingExpenseProductsAndServices", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ShortTermDebtTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2115100 - Disclosure - Short-Term Credit Arrangements and Borrowings", "role": "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowings", "shortName": "Short-Term Credit Arrangements and Borrowings", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ShortTermDebtTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "us-gaap:LessorDirectFinancingLeasesTextBlock", "span", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasesOfLessorDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2117100 - Disclosure - Leases", "role": "http://www.dteenergy.com/role/Leases", "shortName": "Leases", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "us-gaap:LessorDirectFinancingLeasesTextBlock", "span", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasesOfLessorDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2118100 - Disclosure - Commitments and Contingencies", "role": "http://www.dteenergy.com/role/CommitmentsAndContingencies", "shortName": "Commitments and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2119100 - Disclosure - Retirement Benefits and Trusteed Assets", "role": "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssets", "shortName": "Retirement Benefits and Trusteed Assets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2120100 - Disclosure - Segment and Related Information", "role": "http://www.dteenergy.com/role/SegmentAndRelatedInformation", "shortName": "Segment and Related Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2202201 - Disclosure - Significant Accounting Policies (Policies)", "role": "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies", "shortName": "Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfVariableInterestEntitiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2301301 - Disclosure - Organization and Basis of Presentation (Tables)", "role": "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationTables", "shortName": "Organization and Basis of Presentation (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfVariableInterestEntitiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherNonoperatingIncomeByComponentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2302302 - Disclosure - Significant Accounting Policies (Tables)", "role": "http://www.dteenergy.com/role/SignificantAccountingPoliciesTables", "shortName": "Significant Accounting Policies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherNonoperatingIncomeByComponentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2304301 - Disclosure - Acquisitions (Tables)", "role": "http://www.dteenergy.com/role/AcquisitionsTables", "shortName": "Acquisitions (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisaggregationOfRevenueTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2305301 - Disclosure - Revenue (Tables)", "role": "http://www.dteenergy.com/role/RevenueTables", "shortName": "Revenue (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisaggregationOfRevenueTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:ProfitLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004000 - Statement - Consolidated Statements of Comprehensive Income (Unaudited)", "role": "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited", "shortName": "Consolidated Statements of Comprehensive Income (Unaudited)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "lang": null, "name": "us-gaap:OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2311301 - Disclosure - Earnings Per Share (Tables)", "role": "http://www.dteenergy.com/role/EarningsPerShareTables", "shortName": "Earnings Per Share (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2312301 - Disclosure - Fair Value (Tables)", "role": "http://www.dteenergy.com/role/FairValueTables", "shortName": "Fair Value (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2313301 - Disclosure - Financial and Other Derivative Instruments (Tables)", "role": "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsTables", "shortName": "Financial and Other Derivative Instruments (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "dte:ScheduleOfIssuedDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2314301 - Disclosure - Long-Term Debt (Tables)", "role": "http://www.dteenergy.com/role/LongTermDebtTables", "shortName": "Long-Term Debt (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "dte:ScheduleOfIssuedDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfLineOfCreditFacilitiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2315301 - Disclosure - Short-Term Credit Arrangements and Borrowings (Tables)", "role": "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsTables", "shortName": "Short-Term Credit Arrangements and Borrowings (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfLineOfCreditFacilitiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SalesTypeAndDirectFinancingLeasesLeaseReceivableMaturityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2317301 - Disclosure - Leases (Tables)", "role": "http://www.dteenergy.com/role/LeasesTables", "shortName": "Leases (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SalesTypeAndDirectFinancingLeasesLeaseReceivableMaturityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNetBenefitCostsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2319301 - Disclosure - Retirement Benefits and Trusteed Assets (Tables)", "role": "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsTables", "shortName": "Retirement Benefits and Trusteed Assets (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNetBenefitCostsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2320301 - Disclosure - Segment and Related Information (Tables)", "role": "http://www.dteenergy.com/role/SegmentAndRelatedInformationTables", "shortName": "Segment and Related Information (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-5", "first": true, "lang": null, "name": "dte:NumberofElectricUtilityCustomers", "reportCount": 1, "unitRef": "customer", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2401402 - Disclosure - Organization and Basis of Presentation (Details Textuals)", "role": "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals", "shortName": "Organization and Basis of Presentation (Details Textuals)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "INF", "lang": null, "name": "us-gaap:VariableInterestEntityEntityMaximumLossExposureAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2401403 - Disclosure - Organization and Basis of Presentation (Consolidated Variable Interest Entities) (Details)", "role": "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails", "shortName": "Organization and Basis of Presentation (Consolidated Variable Interest Entities) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfVariableInterestEntitiesTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_dte_InvestmentsByConsolidatedAndNonconsolidatedEntitiesAxis_dte_VariableInterestEntityPrimaryBeneficiaryRestrictedMember", "decimals": "-6", "lang": null, "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R4": { "firstAnchor": null, "groupType": "statement", "isDefault": "false", "longName": "1004001 - Statement - Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals)", "role": "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnauditedParentheticals", "shortName": "Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R40": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:EquityMethodInvestments", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2401404 - Disclosure - Organization and Basis of Presentation (Non-Consolidated Variable Interest Entities) (Details)", "role": "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationNonConsolidatedVariableInterestEntitiesDetails", "shortName": "Organization and Basis of Presentation (Non-Consolidated Variable Interest Entities) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "dte:SummaryOfAmountsForNonconsolidatedVariableInterestEntitiesTextBlockTableTextBlock", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_dte_InvestmentsByConsolidatedAndNonconsolidatedEntitiesAxis_us-gaap_VariableInterestEntityNotPrimaryBeneficiaryMember", "decimals": "-6", "lang": null, "name": "us-gaap:EquityMethodInvestments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfOtherNonoperatingIncomeByComponentTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:IncomeLossFromEquityMethodInvestments", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2402403 - Disclosure - Significant Accounting Policies (Other Income) (Details)", "role": "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails", "shortName": "Significant Accounting Policies (Other Income) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfOtherNonoperatingIncomeByComponentTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "lang": null, "name": "dte:IncomefromREFinvestees", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "I2019Q1Jan01", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2402404 - Disclosure - Significant Accounting Policies (Details Textuals)", "role": "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals", "shortName": "Significant Accounting Policies (Details Textuals)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "I2019Q1Jan01", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "dte:ScheduleofEffectiveTaxRateTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:EffectiveIncomeTaxRateContinuingOperations", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2402405 - Disclosure - Significant Accounting Policies (Income Taxes) (Details)", "role": "http://www.dteenergy.com/role/SignificantAccountingPoliciesIncomeTaxesDetails", "shortName": "Significant Accounting Policies (Income Taxes) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "dte:ScheduleofEffectiveTaxRateTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:EffectiveIncomeTaxRateContinuingOperations", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:FinancingReceivableCreditQualityIndicatorsTableTextBlock", "us-gaap:FinanceLoansAndLeasesReceivablePolicy", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis_us-gaap_NotesReceivableMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:FinancingReceivableOriginatedInCurrentFiscalYear", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2402406 - Disclosure - Significant Accounting Policies (Financing Receivables Classified by Internal Grade of Credit Risk) (Details)", "role": "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails", "shortName": "Significant Accounting Policies (Financing Receivables Classified by Internal Grade of Credit Risk) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:FinancingReceivableCreditQualityIndicatorsTableTextBlock", "us-gaap:FinanceLoansAndLeasesReceivablePolicy", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis_us-gaap_NotesReceivableMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:FinancingReceivableOriginatedInCurrentFiscalYear", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:AllowanceForCreditLossesOnFinancingReceivablesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "I2020Q1Jan01", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:FinancingReceivableAllowanceForCreditLosses", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2402407 - Disclosure - Significant Accounting Policies (Roll-Forward of Activity for Financing Receivables Credit Loss Reserves) (Details)", "role": "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails", "shortName": "Significant Accounting Policies (Roll-Forward of Activity for Financing Receivables Credit Loss Reserves) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:AllowanceForCreditLossesOnFinancingReceivablesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "I2020Q1Jan01", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:FinancingReceivableAllowanceForCreditLosses", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:PaymentsToAcquireBusinessesGross", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2404402 - Disclosure - Acquisitions (Details Textuals)", "role": "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "shortName": "Acquisitions (Details Textuals)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "D2020Q1Feb18-Feb18_us-gaap_BusinessAcquisitionAxis_dte_SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMember_us-gaap_StatementBusinessSegmentsAxis_dte_PowerAndIndustrialProjectsMember", "decimals": "0", "lang": null, "name": "dte:BusinessCombinationPurchaseofRenewableEnergyProjectAmountofPower", "reportCount": 1, "unique": true, "unitRef": "mw", "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "I2020Q1Feb18_us-gaap_BusinessAcquisitionAxis_dte_SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMember_us-gaap_StatementBusinessSegmentsAxis_dte_PowerAndIndustrialProjectsMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2404403 - Disclosure - Acquisitions (Purchase Price Allocation - Power and Industrial Segment Acquisition) (Details)", "role": "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails", "shortName": "Acquisitions (Purchase Price Allocation - Power and Industrial Segment Acquisition) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "I2020Q1Feb18_us-gaap_BusinessAcquisitionAxis_dte_SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMember_us-gaap_StatementBusinessSegmentsAxis_dte_PowerAndIndustrialProjectsMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "I2019Q3Sep12_dei_LegalEntityAxis_dte_DTESustainableGenerationMember_us-gaap_BusinessAcquisitionAxis_dte_HeritageSustainableEnergyRenewableEnergyProjectOneMember_us-gaap_StatementBusinessSegmentsAxis_dte_ElectricMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2404404 - Disclosure - Acquisitions (Purchase Price Allocation - Electric Segment Acquisition) (Details)", "role": "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "shortName": "Acquisitions (Purchase Price Allocation - Electric Segment Acquisition) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "I2019Q3Sep12_dei_LegalEntityAxis_dte_DTESustainableGenerationMember_us-gaap_BusinessAcquisitionAxis_dte_HeritageSustainableEnergyRenewableEnergyProjectOneMember_us-gaap_StatementBusinessSegmentsAxis_dte_ElectricMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2404405 - Disclosure - Acquisitions (Purchase Price Allocation - Gas Storage and Pipelines Segment Acquisition) (Details)", "role": "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails", "shortName": "Acquisitions (Purchase Price Allocation - Gas Storage and Pipelines Segment Acquisition) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "I2019Q4Dec04_us-gaap_BusinessAcquisitionAxis_dte_M5LouisianaGatheringLLCMember_us-gaap_StatementBusinessSegmentsAxis_dte_GasStorageAndPipelinesMember", "decimals": "-6", "lang": null, "name": "us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1007000 - Statement - Consolidated Statements of Financial Position (Unaudited)", "role": "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "shortName": "Consolidated Statements of Financial Position (Unaudited)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "lang": null, "name": "us-gaap:RestrictedCashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:RegulatedAndUnregulatedOperatingRevenue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2405402 - Disclosure - Revenue (Disaggregation of Revenue) (Details)", "role": "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails", "shortName": "Revenue (Disaggregation of Revenue) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "us-gaap:DisaggregationOfRevenueTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD_dei_LegalEntityAxis_dte_DTEElectricMember_us-gaap_StatementBusinessSegmentsAxis_dte_ElectricMember", "decimals": "-6", "lang": null, "name": "us-gaap:RegulatedAndUnregulatedOperatingRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ContractWithCustomerAssetAndLiabilityTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2019Q4", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:ContractWithCustomerLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2405403 - Disclosure - Revenue (Deferred Revenue) (Details)", "role": "http://www.dteenergy.com/role/RevenueDeferredRevenueDetails", "shortName": "Revenue (Deferred Revenue) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ContractWithCustomerAssetAndLiabilityTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2019Q4", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:ContractWithCustomerLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis_us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis.domain_2020-04-01", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:RevenueRemainingPerformanceObligation", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2405404 - Disclosure - Revenue (Expected Recognition of Deferred Revenue) (Details)", "role": "http://www.dteenergy.com/role/RevenueExpectedRecognitionOfDeferredRevenueDetails", "shortName": "Revenue (Expected Recognition of Deferred Revenue) (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R53": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis_us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis.domain_2020-04-01", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:RevenueRemainingPerformanceObligation", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2405405 - Disclosure - Revenue (Expected Timing of Performance Obligation Satisfaction) (Details)", "role": "http://www.dteenergy.com/role/RevenueExpectedTimingOfPerformanceObligationSatisfactionDetails", "shortName": "Revenue (Expected Timing of Performance Obligation Satisfaction) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_ContractWithCustomerBasisOfPricingAxis_us-gaap_FixedPriceContractMember_us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis_us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis.domain_2020-04-01", "decimals": "-6", "lang": null, "name": "us-gaap:RevenueRemainingPerformanceObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "D2019Q3Jul08-Jul08_dei_LegalEntityAxis_dte_DTEElectricMember_us-gaap_PublicUtilitiesRegulatoryProceedingAxis_dte_ElectricRateCaseFiling2019Member_us-gaap_RegulatoryAgencyAxis_dte_MPSCMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:PublicUtilitiesRequestedRateIncreaseDecreaseAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2410401 - Disclosure - Regulatory Matters (Details Textuals)", "role": "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals", "shortName": "Regulatory Matters (Details Textuals)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "D2019Q3Jul08-Jul08_dei_LegalEntityAxis_dte_DTEElectricMember_us-gaap_PublicUtilitiesRegulatoryProceedingAxis_dte_ElectricRateCaseFiling2019Member_us-gaap_RegulatoryAgencyAxis_dte_MPSCMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:PublicUtilitiesRequestedRateIncreaseDecreaseAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2411402 - Disclosure - Earnings Per Share (Details)", "role": "http://www.dteenergy.com/role/EarningsPerShareDetails", "shortName": "Earnings Per Share (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "lang": null, "name": "us-gaap:ParticipatingSecuritiesDistributedAndUndistributedEarningsLossBasic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DerivativeFairValueOfDerivativeAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2412402 - Disclosure - Fair Value (Assets and Liabilities Recorded at Fair Value on a Recurring Basis) (Details)", "role": "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "shortName": "Fair Value (Assets and Liabilities Recorded at Fair Value on a Recurring Basis) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_FairValueByMeasurementFrequencyAxis_us-gaap_FairValueMeasurementsRecurringMember", "decimals": "-6", "lang": null, "name": "us-gaap:CashAndCashEquivalentsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD_us-gaap_FairValueByAssetClassAxis_us-gaap_AssetHeldInTrustMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:GainLossOnInvestments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2412403 - Disclosure - Fair Value (Details Textuals)", "role": "http://www.dteenergy.com/role/FairValueDetailsTextuals", "shortName": "Fair Value (Details Textuals)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD_us-gaap_FairValueByAssetClassAxis_us-gaap_AssetHeldInTrustMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:GainLossOnInvestments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2019Q4_us-gaap_FairValueByMeasurementFrequencyAxis_us-gaap_FairValueMeasurementsRecurringMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisWithUnobservableInputs", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2412404 - Disclosure - Fair Value (Reconciliation of Level 3 Assets and Liabilities at Fair Value on a Recurring Basis) (Details)", "role": "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails", "shortName": "Fair Value (Reconciliation of Level 3 Assets and Liabilities at Fair Value on a Recurring Basis) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2019Q4_us-gaap_FairValueByMeasurementFrequencyAxis_us-gaap_FairValueMeasurementsRecurringMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisWithUnobservableInputs", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DerivativeFairValueOfDerivativeAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2412405 - Disclosure - Fair Value (Unobservable Inputs related to Level 3 Assets and Liabilities) (Details)", "role": "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails", "shortName": "Fair Value (Unobservable Inputs related to Level 3 Assets and Liabilities) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_srt_RangeAxis_srt_MinimumMember_us-gaap_DerivativeInstrumentRiskAxis_dte_NaturalGasCommodityContractMember_us-gaap_FairValueByFairValueHierarchyLevelAxis_us-gaap_FairValueInputsLevel3Member_us-gaap_MeasurementInputTypeAxis_us-gaap_MeasurementInputCommodityForwardPriceMember_us-gaap_ValuationTechniqueAxis_us-gaap_ValuationTechniqueDiscountedCashFlowMember", "decimals": "2", "lang": null, "name": "us-gaap:DerivativeAssetLiabilityNetMeasurementInput", "reportCount": 1, "unique": true, "unitRef": "USD_PER_MMBTU", "xsiNil": "false" } }, "R6": { "firstAnchor": null, "groupType": "statement", "isDefault": "false", "longName": "1007501 - Statement - Consolidated Statements of Financial Position (Unaudited) (Parenthetical)", "role": "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnauditedParenthetical", "shortName": "Consolidated Statements of Financial Position (Unaudited) (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R60": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:FairValueByBalanceSheetGroupingTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_FairValueByMeasurementBasisAxis_us-gaap_CarryingReportedAmountFairValueDisclosureMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:NotesReceivableFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2412406 - Disclosure - Fair Value (Fair Value of Financial Instruments) (Details)", "role": "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails", "shortName": "Fair Value (Fair Value of Financial Instruments) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:FairValueByBalanceSheetGroupingTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_FairValueByMeasurementBasisAxis_us-gaap_CarryingReportedAmountFairValueDisclosureMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:NotesReceivableFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DecommissioningFundInvestments", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2412407 - Disclosure - Fair Value (Fair Value of Nuclear Decommissioning Trust Fund Assets) (Details)", "role": "http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails", "shortName": "Fair Value (Fair Value of Nuclear Decommissioning Trust Fund Assets) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "dte:FairValueofNuclearDecommissioningTrustFundAssetsTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_dei_LegalEntityAxis_dte_DTEElectricMember_us-gaap_FairValueByAssetClassAxis_dte_NuclearDecommissioningTrustFundMember", "decimals": "-6", "lang": null, "name": "us-gaap:DecommissioningFundInvestments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD_dei_LegalEntityAxis_dte_DTEElectricMember_us-gaap_FairValueByAssetClassAxis_dte_NuclearDecommissioningTrustFundMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DebtSecuritiesAvailableForSaleRealizedGain", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2412408 - Disclosure - Fair Value (Gains and Losses and Proceeds from the Sale of Securities by the Nuclear Decommissioning Trust Funds) (Details)", "role": "http://www.dteenergy.com/role/FairValueGainsAndLossesAndProceedsFromSaleOfSecuritiesByNuclearDecommissioningTrustFundsDetails", "shortName": "Fair Value (Gains and Losses and Proceeds from the Sale of Securities by the Nuclear Decommissioning Trust Funds) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD_dei_LegalEntityAxis_dte_DTEElectricMember_us-gaap_FairValueByAssetClassAxis_dte_NuclearDecommissioningTrustFundMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DebtSecuritiesAvailableForSaleRealizedGain", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "dte:FairValueandUnrealizedGainsforNuclearDecommissioningTrustFundTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_dei_LegalEntityAxis_dte_DTEElectricMember_us-gaap_FairValueByAssetClassAxis_dte_NuclearDecommissioningTrustFundMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DecommissioningTrustAssetsAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2412409 - Disclosure - Fair Value (Fair Value and Unrealized Gains and Losses for the Nuclear Decommissioning Trust Funds) (Details)", "role": "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails", "shortName": "Fair Value (Fair Value and Unrealized Gains and Losses for the Nuclear Decommissioning Trust Funds) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "dte:FairValueandUnrealizedGainsforNuclearDecommissioningTrustFundTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_dei_LegalEntityAxis_dte_DTEElectricMember_us-gaap_FairValueByAssetClassAxis_dte_NuclearDecommissioningTrustFundMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DecommissioningTrustAssetsAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:InvestmentsClassifiedByContractualMaturityDateTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_FairValueByAssetClassAxis_dte_NuclearDecommissioningTrustFundMember_us-gaap_FinancialInstrumentAxis_us-gaap_FixedIncomeSecuritiesMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:AvailableForSaleSecuritiesDebtMaturitiesWithinOneYearFairValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2412410 - Disclosure - Fair Value Fair Value (Fair Value of Fixed Income Securities Held in Nuclear Decommissioning Trust Funds (Details)", "role": "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails", "shortName": "Fair Value Fair Value (Fair Value of Fixed Income Securities Held in Nuclear Decommissioning Trust Funds (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:InvestmentsClassifiedByContractualMaturityDateTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_FairValueByAssetClassAxis_dte_NuclearDecommissioningTrustFundMember_us-gaap_FinancialInstrumentAxis_us-gaap_FixedIncomeSecuritiesMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:AvailableForSaleSecuritiesDebtMaturitiesWithinOneYearFairValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DerivativeFairValueOfDerivativeAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2413402 - Disclosure - Financial and Other Derivative Instruments (Fair Value of Derivative Instruments) (Details)", "role": "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "shortName": "Financial and Other Derivative Instruments (Fair Value of Derivative Instruments) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_HedgingDesignationAxis_us-gaap_NondesignatedMember", "decimals": "-6", "lang": null, "name": "us-gaap:DerivativeFairValueOfDerivativeAsset", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "span", "div", "us-gaap:DerivativesOffsettingFairValueAmountsPolicy", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "dte:Lettersofcreditthatcouldbeusedtooffsetnetderivativeliabilities", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2413403 - Disclosure - Financial and Other Derivative Instruments (Details Textuals)", "role": "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsDetailsTextuals", "shortName": "Financial and Other Derivative Instruments (Details Textuals)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "us-gaap:DerivativesOffsettingFairValueAmountsPolicy", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "dte:Lettersofcreditthatcouldbeusedtooffsetnetderivativeliabilities", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:OffsettingAssetsTableTextBlock", "us-gaap:OffsettingLiabilitiesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DerivativeCollateralRightToReclaimCash", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2413404 - Disclosure - Financial and Other Derivative Instruments (Net Cash Collateral Offsetting Arrangements) (Details)", "role": "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNetCashCollateralOffsettingArrangementsDetails", "shortName": "Financial and Other Derivative Instruments (Net Cash Collateral Offsetting Arrangements) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:OffsettingAssetsTableTextBlock", "us-gaap:OffsettingLiabilitiesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DerivativeCollateralRightToReclaimCash", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DerivativeFairValueOfDerivativeAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2413405 - Disclosure - Financial and Other Derivative Instruments (Netting Offsets of Derivative Assets and Liabilities) (Details)", "role": "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails", "shortName": "Financial and Other Derivative Instruments (Netting Offsets of Derivative Assets and Liabilities) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_DerivativeInstrumentRiskAxis_us-gaap_InterestRateContractMember", "decimals": "-6", "lang": null, "name": "us-gaap:DerivativeFairValueOfDerivativeLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DerivativeFairValueOfDerivativeAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2413406 - Disclosure - Financial and Other Derivative Instruments (Netting Offsets Reconciliation to Balance Sheet) (Details)", "role": "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails", "shortName": "Financial and Other Derivative Instruments (Netting Offsets Reconciliation to Balance Sheet) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "dte:NettingOffsetsOfDerivativeAssetsAndLiabilitiesReconciliationToStatementsOfFinancialPositionTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_BalanceSheetLocationAxis_dte_CurrentDerivativeAssetMember", "decimals": "-6", "lang": null, "name": "us-gaap:DerivativeAssetFairValueGrossLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:ProfitLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1008000 - Statement - Consolidated Statements of Cash Flows (Unaudited)", "role": "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited", "shortName": "Consolidated Statements of Cash Flows (Unaudited)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "lang": null, "name": "us-gaap:DepreciationDepletionAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfDerivativeInstrumentsGainLossInStatementOfFinancialPerformanceTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsGainLossNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2413407 - Disclosure - Financial and Other Derivative Instruments (Effect of Derivatives not Designated as Hedging Instruments on the Consolidated Statement of Operations) (Details)", "role": "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsEffectOfDerivativesNotDesignatedAsHedgingInstrumentsOnConsolidatedStatementOfOperationsDetails", "shortName": "Financial and Other Derivative Instruments (Effect of Derivatives not Designated as Hedging Instruments on the Consolidated Statement of Operations) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfDerivativeInstrumentsGainLossInStatementOfFinancialPerformanceTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsGainLossNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "dte:VolumeOfCommodityContractsTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD_us-gaap_DerivativeInstrumentRiskAxis_dte_NaturalGasCommodityContractMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DerivativeNonmonetaryNotionalAmountEnergyMeasure", "reportCount": 1, "unique": true, "unitRef": "mmbtu", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2413408 - Disclosure - Financial and Other Derivative Instruments (Cumulative Gross Volume of Derivative Contracts Outstanding) (Details)", "role": "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsCumulativeGrossVolumeOfDerivativeContractsOutstandingDetails", "shortName": "Financial and Other Derivative Instruments (Cumulative Gross Volume of Derivative Contracts Outstanding) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "dte:VolumeOfCommodityContractsTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD_us-gaap_DerivativeInstrumentRiskAxis_dte_NaturalGasCommodityContractMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DerivativeNonmonetaryNotionalAmountEnergyMeasure", "reportCount": 1, "unique": true, "unitRef": "mmbtu", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "dte:ScheduleOfIssuedDebtTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2414402 - Disclosure - Long-Term Debt (Schedule of Issued Debt) (Details)", "role": "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails", "shortName": "Long-Term Debt (Schedule of Issued Debt) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "dte:ScheduleOfIssuedDebtTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_dei_LegalEntityAxis_dte_DTEElectricMember_us-gaap_DebtInstrumentAxis_dte_February20202.25MortgageBondsMaturingin2030Member_us-gaap_LongtermDebtTypeAxis_us-gaap_MortgagesMember", "decimals": "INF", "lang": null, "name": "us-gaap:DebtInstrumentInterestRateStatedPercentage", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "dte:ScheduleOfIssuedDebtTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2414403 - Disclosure - Long-Term Debt (Details Textuals)", "role": "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "shortName": "Long-Term Debt (Details Textuals)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "I2020Q2Apr28_dei_LegalEntityAxis_dte_DTEElectricMember_us-gaap_DebtInstrumentAxis_dte_April20202.625MortgageBondsMaturingin2031Member_us-gaap_LongtermDebtTypeAxis_us-gaap_MortgagesMember_us-gaap_SubsequentEventTypeAxis_us-gaap_SubsequentEventMember", "decimals": "INF", "lang": null, "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:DebtInstrumentRedemptionTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:ExtinguishmentOfDebtAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2414404 - Disclosure - Long-Term Debt (Schedule of Debt Redeemed) (Details)", "role": "http://www.dteenergy.com/role/LongTermDebtScheduleOfDebtRedeemedDetails", "shortName": "Long-Term Debt (Schedule of Debt Redeemed) (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R75": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "dte:ScheduleOfIssuedDebtTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2415402 - Disclosure - Short-Term Credit Arrangements and Borrowings (Details Textuals)", "role": "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals", "shortName": "Short-Term Credit Arrangements and Borrowings (Details Textuals)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_CreditFacilityAxis_us-gaap_UnsecuredDebtMember_us-gaap_DebtInstrumentAxis_dte_UnsecuredTermLoanExpiringinMarch2021Member", "decimals": "INF", "lang": null, "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfLineOfCreditFacilitiesTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:LineOfCreditFacilityMaximumBorrowingCapacity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2415403 - Disclosure - Short-Term Credit Arrangements and Borrowings (Details)", "role": "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "shortName": "Short-Term Credit Arrangements and Borrowings (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfLineOfCreditFacilitiesTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:LineOfCreditFacilityMaximumBorrowingCapacity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R77": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DirectFinancingLeaseNetInvestmentInLease", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2417402 - Disclosure - Leases (Details Textuals)", "role": "http://www.dteenergy.com/role/LeasesDetailsTextuals", "shortName": "Leases (Details Textuals)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DirectFinancingLeaseNetInvestmentInLease", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:SalesTypeAndDirectFinancingLeasesLeaseReceivableMaturityTableTextBlock", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedRemainderOfFiscalYear", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2417403 - Disclosure - Leases (Components of Net Investment in Finance Leases) (Details)", "role": "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails", "shortName": "Leases (Components of Net Investment in Finance Leases) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:SalesTypeAndDirectFinancingLeasesLeaseReceivableMaturityTableTextBlock", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedRemainderOfFiscalYear", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R79": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:OperatingLeaseLeaseIncomeTableTextBlock", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:OperatingLeaseLeaseIncomeLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2417404 - Disclosure - Leases (Lease Income Associated with Operating Leases) (Details)", "role": "http://www.dteenergy.com/role/LeasesLeaseIncomeAssociatedWithOperatingLeasesDetails", "shortName": "Leases (Lease Income Associated with Operating Leases) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:OperatingLeaseLeaseIncomeTableTextBlock", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:OperatingLeaseLeaseIncomeLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2018Q4_us-gaap_StatementEquityComponentsAxis_us-gaap_CommonStockMember", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1009000 - Statement - Consolidated Statements of Changes in Equity (Unaudited)", "role": "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "shortName": "Consolidated Statements of Changes in Equity (Unaudited)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2018Q4_us-gaap_StatementEquityComponentsAxis_us-gaap_CommonStockMember", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R80": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-8", "first": true, "lang": null, "name": "dte:EstimatedCapitalExpendituresandContributionsToEquityMethodInvestees", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2418401 - Disclosure - Commitments and Contingencies (Details Textuals)", "role": "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals", "shortName": "Commitments and Contingencies (Details Textuals)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-8", "first": true, "lang": null, "name": "dte:EstimatedCapitalExpendituresandContributionsToEquityMethodInvestees", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R81": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1QTD_us-gaap_RetirementPlanTypeAxis_us-gaap_PensionPlansDefinedBenefitMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DefinedBenefitPlanServiceCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2419402 - Disclosure - Retirement Benefits and Trusteed Assets (Details)", "role": "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails", "shortName": "Retirement Benefits and Trusteed Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1QTD_us-gaap_RetirementPlanTypeAxis_us-gaap_PensionPlansDefinedBenefitMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DefinedBenefitPlanServiceCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R82": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_RetirementPlanTypeAxis_us-gaap_PensionPlansDefinedBenefitMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DefinedBenefitPlanExpectedFutureEmployerContributionsRemainderOfFiscalYear", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2419403 - Disclosure - Retirement Benefits and Trusteed Assets (Details Textuals)", "role": "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetailsTextuals", "shortName": "Retirement Benefits and Trusteed Assets (Details Textuals)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1_us-gaap_RetirementPlanTypeAxis_us-gaap_PensionPlansDefinedBenefitMember", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:DefinedBenefitPlanExpectedFutureEmployerContributionsRemainderOfFiscalYear", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R83": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FI2020Q1", "decimals": "-5", "first": true, "lang": null, "name": "dte:NumberofElectricUtilityCustomers", "reportCount": 1, "unitRef": "customer", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2420402 - Disclosure - Segment and Related Information (Details Textuals)", "role": "http://www.dteenergy.com/role/SegmentAndRelatedInformationDetailsTextuals", "shortName": "Segment and Related Information (Details Textuals)", "subGroupType": "details", "uniqueAnchor": null }, "R84": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:RegulatedAndUnregulatedOperatingRevenue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2420403 - Disclosure - Segment and Related Information (Financial Data - Inter-segment Billing) (Details)", "role": "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails", "shortName": "Segment and Related Information (Financial Data - Inter-segment Billing) (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R85": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:RegulatedOperatingRevenue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2420404 - Disclosure - Segment and Related Information (Financial Data - Operating Revenues including Inter-segment Revenues) (Details)", "role": "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails", "shortName": "Segment and Related Information (Financial Data - Operating Revenues including Inter-segment Revenues) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD_srt_ConsolidationItemsAxis_us-gaap_IntersegmentEliminationMember", "decimals": "-6", "lang": null, "name": "us-gaap:UnregulatedOperatingRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R86": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD", "decimals": "-6", "first": true, "lang": null, "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2420405 - Disclosure - Segment and Related Information (Financial Data - Net Income (Loss) Attributable to DTE Energy by Segment) (Details)", "role": "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataNetIncomeLossAttributableToDteEnergyBySegmentDetails", "shortName": "Segment and Related Information (Financial Data - Net Income (Loss) Attributable to DTE Energy by Segment) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "dteenergy2020033110q.htm", "contextRef": "FD2020Q1YTD_us-gaap_StatementBusinessSegmentsAxis_dte_ElectricMember", "decimals": "-6", "lang": null, "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R9": { "firstAnchor": null, "groupType": "statement", "isDefault": "false", "longName": "1009501 - Statement - Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical)", "role": "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnauditedParenthetical", "shortName": "Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null } }, "segmentCount": 152, "tag": { "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "dateItemType" }, "dei_DocumentQuarterlyReport": { "auth_ref": [ "r584" ], "lang": { "en-US": { "role": { "documentation": "Boolean flag that is true only for a form used as an quarterly report.", "label": "Document Quarterly Report", "terseLabel": "Document Quarterly Report" } } }, "localname": "DocumentQuarterlyReport", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r585" ], "lang": { "en-US": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "submissionTypeItemType" }, "dei_EntitiesTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Container to assemble all relevant information about each entity associated with the document instance", "label": "Entities [Table]", "terseLabel": "Entities [Table]" } } }, "localname": "EntitiesTable", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "stringItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r586" ], "lang": { "en-US": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains.", "label": "Entity [Domain]", "terseLabel": "Entity [Domain]" } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals", "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnauditedParentheticals", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnauditedParenthetical", "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "http://www.dteenergy.com/role/DocumentAndEntityInformation", "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails", "http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails", "http://www.dteenergy.com/role/FairValueGainsAndLossesAndProceedsFromSaleOfSecuritiesByNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/LongTermDebtScheduleOfDebtRedeemedDetails", "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals", "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals", "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails", "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetailsTextuals", "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails", "http://www.dteenergy.com/role/RevenueExpectedTimingOfPerformanceObligationSatisfactionDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals", "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals", "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesIncomeTaxesDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "domainItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r586" ], "lang": { "en-US": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r586" ], "lang": { "en-US": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r587" ], "lang": { "en-US": { "role": { "documentation": "Boolean flag that is true when 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).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "dei_EntityNumberOfEmployees": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of persons employed by the Entity", "label": "Entity Number of Employees", "terseLabel": "Number of employees" } } }, "localname": "EntityNumberOfEmployees", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "decimalItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r586" ], "lang": { "en-US": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r586" ], "lang": { "en-US": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r586" ], "lang": { "en-US": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r586" ], "lang": { "en-US": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "employerIdItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]", "terseLabel": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals", "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnauditedParentheticals", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnauditedParenthetical", "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "http://www.dteenergy.com/role/DocumentAndEntityInformation", "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails", "http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails", "http://www.dteenergy.com/role/FairValueGainsAndLossesAndProceedsFromSaleOfSecuritiesByNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/LongTermDebtScheduleOfDebtRedeemedDetails", "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals", "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals", "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails", "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetailsTextuals", "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails", "http://www.dteenergy.com/role/RevenueExpectedTimingOfPerformanceObligationSatisfactionDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals", "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals", "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesIncomeTaxesDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "stringItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r582" ], "lang": { "en-US": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r583" ], "lang": { "en-US": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "tradingSymbolItemType" }, "dte_A2008SeriesKTVariableRateSeniorNotesDue2020Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "2008 Series KT Variable Rate Senior Notes Due 2020 [Member]", "label": "2008 Series KT Variable Rate Senior Notes Due 2020 [Member]", "terseLabel": "2008 Series KT Variable Rate Senior Notes Due 2020" } } }, "localname": "A2008SeriesKTVariableRateSeniorNotesDue2020Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_A2010SeriesB3.45SeniorNotesDue2020Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "2010 Series B 3.45% Senior Notes Due 2020 [Member]", "label": "2010 Series B 3.45% Senior Notes Due 2020 [Member]", "terseLabel": "2010 Series B 3.45% Senior Notes Due 2020" } } }, "localname": "A2010SeriesB3.45SeniorNotesDue2020Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_AlternativeRevenueProgramsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Alternative Revenue Programs [Member]", "label": "Alternative Revenue Programs [Member]", "terseLabel": "Alternative Revenue Programs" } } }, "localname": "AlternativeRevenueProgramsMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "domainItemType" }, "dte_April20202.625MortgageBondsMaturingin2031Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "April 2020 2.625% Mortgage Bonds Maturing in 2031 [Member]", "label": "April 2020 2.625% Mortgage Bonds Maturing in 2031 [Member]", "terseLabel": "April 2020 2.625% Mortgage Bonds Maturing in 2031" } } }, "localname": "April20202.625MortgageBondsMaturingin2031Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_April2020UnsecuredTermLoanExpiringApril2021Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "April 2020 Unsecured Term Loan, Expiring April 2021 [Member]", "label": "April 2020 Unsecured Term Loan, Expiring April 2021 [Member]", "terseLabel": "Unsecured Term Loan, Expiring April 2021" } } }, "localname": "April2020UnsecuredTermLoanExpiringApril2021Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_April2020UnsecuredTermLoanOneExpiringApril2021Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "April 2020 Unsecured Term Loan One, Expiring April 2021 [Member]", "label": "April 2020 Unsecured Term Loan One, Expiring April 2021 [Member]", "terseLabel": "Unsecured Term Loan, Expiring April 2021, Funded" } } }, "localname": "April2020UnsecuredTermLoanOneExpiringApril2021Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_April2020UnsecuredTermLoanTwoExpiringApril2021Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "April 2020 Unsecured Term Loan Two, Expiring April 2021 [Member]", "label": "April 2020 Unsecured Term Loan Two, Expiring April 2021 [Member]", "terseLabel": "Unsecured Term Loan, Expiring April 2021, Unfunded" } } }, "localname": "April2020UnsecuredTermLoanTwoExpiringApril2021Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_BusinessCombinationPurchaseofRenewableEnergyProjectAmountofPower": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Business Combination, Purchase of Renewable Energy Project, Amount of Power", "label": "Business Combination, Purchase of Renewable Energy Project, Amount of Power", "terseLabel": "Amount of power associated with purchase of renewable energy project" } } }, "localname": "BusinessCombinationPurchaseofRenewableEnergyProjectAmountofPower", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals" ], "xbrltype": "powerItemType" }, "dte_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssetsAcquiredIncludingGoodwill": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Assets Acquired Including Goodwill", "label": "Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Assets Acquired Including Goodwill", "totalLabel": "Total assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssetsAcquiredIncludingGoodwill", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "dte_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedCurrentAssetsLiabilitiesNet": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails": { "order": 3.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets (Liabilities), Net", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets (Liabilities), Net", "terseLabel": "Working capital" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedCurrentAssetsLiabilitiesNet", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "dte_BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedNoncurrentLiabilitiesAssetRetirementObligations": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails": { "order": 3.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Asset Retirement Obligations", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Asset Retirement Obligations", "terseLabel": "Asset retirement obligations" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredandLiabilitiesAssumedNoncurrentLiabilitiesAssetRetirementObligations", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "dte_CashCollateralPostedReceivedNet": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNetCashCollateralOffsettingArrangementsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Cash Collateral Posted (Received), Net", "label": "Cash Collateral Posted (Received), Net", "totalLabel": "Total net cash collateral posted (received)" } } }, "localname": "CashCollateralPostedReceivedNet", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNetCashCollateralOffsettingArrangementsDetails" ], "xbrltype": "monetaryItemType" }, "dte_ChangeInContractWithCustomerLiabilityRollforwardRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Change In Contract With Customer, Liability, Rollforward [Roll Forward]", "label": "Change In Contract With Customer, Liability, Rollforward [Roll Forward]", "terseLabel": "Contract Liability [Roll Forward]" } } }, "localname": "ChangeInContractWithCustomerLiabilityRollforwardRollForward", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/RevenueDeferredRevenueDetails" ], "xbrltype": "stringItemType" }, "dte_CleanUpCompletedandSiteClosedMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Clean Up Completed and Site Closed [Member]", "label": "Clean Up Completed and Site Closed [Member]", "terseLabel": "Clean up completed and site closed" } } }, "localname": "CleanUpCompletedandSiteClosedMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_CoalCombustionResidualRuleMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Coal Combustion Residual Rule [Member]", "label": "Coal Combustion Residual Rule [Member]", "terseLabel": "Coal Combustion Residual Rule" } } }, "localname": "CoalCombustionResidualRuleMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_CommercialMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Commercial [Member]", "label": "Commercial [Member]", "terseLabel": "Commercial" } } }, "localname": "CommercialMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "domainItemType" }, "dte_ContractWithCustomerLiabilityIncreaseFromCashReceipts": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Contract With Customer, Liability, Increase From Cash Receipts", "label": "Contract With Customer, Liability, Increase From Cash Receipts", "terseLabel": "Increases due to cash received or receivable, excluding amounts recognized as revenue during the period" } } }, "localname": "ContractWithCustomerLiabilityIncreaseFromCashReceipts", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/RevenueDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "dte_CurrentAssetMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Current Asset [Member]", "label": "Current Asset [Member]", "terseLabel": "Current assets" } } }, "localname": "CurrentAssetMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "dte_CurrentDerivativeAssetMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Current Derivative Asset [Member]", "label": "Current Derivative Asset [Member]", "terseLabel": "Current derivative assets" } } }, "localname": "CurrentDerivativeAssetMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "domainItemType" }, "dte_CurrentDerivativeLiabilityMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Current Derivative Liability [Member]", "label": "Current Derivative Liability [Member]", "terseLabel": "Current derivative liabilities", "verboseLabel": "Current liabilities" } } }, "localname": "CurrentDerivativeLiabilityMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "domainItemType" }, "dte_DTEElectricMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "DTE Electric Legal Entity", "label": "DTE Electric [Member]", "terseLabel": "DTE Electric" } } }, "localname": "DTEElectricMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals", "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnauditedParentheticals", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnauditedParenthetical", "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "http://www.dteenergy.com/role/DocumentAndEntityInformation", "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails", "http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails", "http://www.dteenergy.com/role/FairValueGainsAndLossesAndProceedsFromSaleOfSecuritiesByNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/LongTermDebtScheduleOfDebtRedeemedDetails", "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals", "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals", "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails", "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetailsTextuals", "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails", "http://www.dteenergy.com/role/RevenueExpectedTimingOfPerformanceObligationSatisfactionDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals", "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals", "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesIncomeTaxesDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "domainItemType" }, "dte_DTEElectricandDTEGasMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "DTE Electric and DTE Gas [Member]", "label": "DTE Electric and DTE Gas [Member]", "terseLabel": "DTE Electric and DTE Gas" } } }, "localname": "DTEElectricandDTEGasMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_DTEGasMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "DTE Gas [Member]", "label": "DTE Gas [Member]", "terseLabel": "DTE Gas" } } }, "localname": "DTEGasMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals", "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_DTEGasRateCaseFiling2019Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "DTE Gas Rate Case Filing 2019 [Member]", "label": "DTE Gas Rate Case Filing 2019 [Member]", "terseLabel": "2019 Gas Rate Case Filing" } } }, "localname": "DTEGasRateCaseFiling2019Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_DTESustainableGenerationMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "DTE Sustainable Generation [Member]", "label": "DTE Sustainable Generation [Member]", "terseLabel": "DTE Sustainable Generation" } } }, "localname": "DTESustainableGenerationMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "domainItemType" }, "dte_DecommissioningFundInvestmentsAccumulatedGrossUnrealizedGainBeforeTax": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Decommissioning Fund Investments, Accumulated Gross Unrealized Gain, Before Tax", "label": "Decommissioning Fund Investments, Accumulated Gross Unrealized Gain, Before Tax", "terseLabel": "Unrealized Gains" } } }, "localname": "DecommissioningFundInvestmentsAccumulatedGrossUnrealizedGainBeforeTax", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "dte_DecommissioningFundInvestmentsAccumulatedGrossUnrealizedLossBeforeTax": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Decommissioning Fund Investments, Accumulated Gross Unrealized Loss, Before Tax", "label": "Decommissioning Fund Investments, Accumulated Gross Unrealized Loss, Before Tax", "negatedLabel": "Unrealized Losses" } } }, "localname": "DecommissioningFundInvestmentsAccumulatedGrossUnrealizedLossBeforeTax", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "dte_DefinedBenefitPensionPlanLiabilitiesNoncurrentAffiliates": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 10.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "This represents the noncurrent liability recognized in the balance sheet that is associated with the defined benefit pension plans for affiliated parties.", "label": "Defined Benefit Pension Plan, Liabilities, Noncurrent, Affiliates", "terseLabel": "Accrued pension liability \u2014 affiliates" } } }, "localname": "DefinedBenefitPensionPlanLiabilitiesNoncurrentAffiliates", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_DemandFinancingAgreementMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Demand Financing Agreement [Member]", "label": "Demand Financing Agreement [Member]", "terseLabel": "Demand financing agreement" } } }, "localname": "DemandFinancingAgreementMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_DemandFinancingAgreementPlusLetterofCreditMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Demand Financing Agreement Plus Letter of Credit [Member]", "label": "Demand Financing Agreement Plus Letter of Credit [Member]", "terseLabel": "Demand financing agreement plus letter of credit" } } }, "localname": "DemandFinancingAgreementPlusLetterofCreditMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_DerivativeAssetLiabilityFairValueGrossLiabilityAssetandObligationtoReturnCashandRighttoReclaimCashOffset": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Derivative Asset (Liability), Fair Value, Gross Liability (Asset) and Obligation to Return Cash and Right to Reclaim Cash, Offset", "label": "Derivative Asset (Liability), Fair Value, Gross Liability (Asset) and Obligation to Return Cash and Right to Reclaim Cash, Offset", "totalLabel": "Net Assets at end of period, netting" } } }, "localname": "DerivativeAssetLiabilityFairValueGrossLiabilityAssetandObligationtoReturnCashandRighttoReclaimCashOffset", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "dte_DerivativeNetAssetPositionAggregateFairValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate fair value amounts of derivative instruments that contain credit-risk-related contingent features that are in a net asset position at the end of the reporting period.", "label": "Derivative, Net Asset Position, Aggregate Fair Value", "terseLabel": "Derivative net asset position, fair value" } } }, "localname": "DerivativeNetAssetPositionAggregateFairValue", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "dte_EPAisAllegingPowerPlantsViolatedNewSourcePerformanceStandards": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "EPA is Alleging Power Plants Violated New Source Performance Standards", "label": "EPA is Alleging Power Plants Violated New Source Performance Standards", "terseLabel": "Number of power plants in violation" } } }, "localname": "EPAisAllegingPowerPlantsViolatedNewSourcePerformanceStandards", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "integerItemType" }, "dte_EffectiveIncomeTaxRateReconciliationTaxCutsandJobsActof2017AmortizationofRegulatoryLiabilityPercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act of 2017, Amortization of Regulatory Liability, Percent", "label": "Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act of 2017, Amortization of Regulatory Liability, Percent", "terseLabel": "Amortization of TCJA regulatory liability" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxCutsandJobsActof2017AmortizationofRegulatoryLiabilityPercent", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "percentItemType" }, "dte_ElectricMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Electric [Member]", "label": "Electric [Member]", "verboseLabel": "Electric" } } }, "localname": "ElectricMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataNetIncomeLossAttributableToDteEnergyBySegmentDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "domainItemType" }, "dte_ElectricRateCaseFiling2019Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Electric Rate Case Filing 2019 [Member]", "label": "Electric Rate Case Filing 2019 [Member]", "terseLabel": "2019 Electric Rate Case Filing" } } }, "localname": "ElectricRateCaseFiling2019Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_ElectricityCommodityContractMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Electricity Commodity Contract [Member]", "label": "Electricity Commodity Contract [Member]", "terseLabel": "Electricity", "verboseLabel": "Electricity (MWh)" } } }, "localname": "ElectricityCommodityContractMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsCumulativeGrossVolumeOfDerivativeContractsOutstandingDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsEffectOfDerivativesNotDesignatedAsHedgingInstrumentsOnConsolidatedStatementOfOperationsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "dte_EndUserTransportationMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "End User Transportation [Member]", "label": "End User Transportation [Member]", "terseLabel": "End User Transportation" } } }, "localname": "EndUserTransportationMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "domainItemType" }, "dte_EnergyTradingMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Energy Trading [Member]", "label": "Energy Trading [Member]", "terseLabel": "Energy Trading" } } }, "localname": "EnergyTradingMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataNetIncomeLossAttributableToDteEnergyBySegmentDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "domainItemType" }, "dte_EnvironmentalCapitalExpendituresThroughPriorYearEnd": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Environmental Capital Expenditures Through Prior Year End", "label": "Environmental Capital Expenditures Through Prior Year End", "terseLabel": "Environmental capital expenditures through prior year end" } } }, "localname": "EnvironmentalCapitalExpendituresThroughPriorYearEnd", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "dte_EnvironmentalContingenciesGoalforNetCarbonEmissionsCarbonRemovalPercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Environmental Contingencies, Goal for Net Carbon Emissions (Carbon Removal), Percent", "label": "Environmental Contingencies, Goal for Net Carbon Emissions (Carbon Removal), Percent", "terseLabel": "Goal of net carbon emissions, percentage" } } }, "localname": "EnvironmentalContingenciesGoalforNetCarbonEmissionsCarbonRemovalPercent", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "percentItemType" }, "dte_EnvironmentalContingenciesGoaltoreduceCarbonEmissionsPercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Environmental Contingencies, Goal to reduce Carbon Emissions, Percentage", "label": "Environmental Contingencies, Goal to reduce Carbon Emissions, Percentage", "terseLabel": "Commitment to reduce carbon emissions, percentage" } } }, "localname": "EnvironmentalContingenciesGoaltoreduceCarbonEmissionsPercentage", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "percentItemType" }, "dte_EnvironmentalandOtherCommodityContractMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Environmental and Other Commodity Contract [Member]", "label": "Environmental and Other Commodity Contract [Member]", "terseLabel": "Environmental & Other" } } }, "localname": "EnvironmentalandOtherCommodityContractMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsEffectOfDerivativesNotDesignatedAsHedgingInstrumentsOnConsolidatedStatementOfOperationsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "dte_EquityMethodInvestmentsandNotesReceivable": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Equity Method Investments and Notes Receivable", "label": "Equity Method Investments and Notes Receivable", "terseLabel": "Equity investments, including note receivable" } } }, "localname": "EquityMethodInvestmentsandNotesReceivable", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "dte_EstimatedCapitalExpendituresandContributionsToEquityMethodInvestees": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Estimated Capital Expenditures and Contributions To Equity Method Investees", "label": "Estimated Capital Expenditures and Contributions To Equity Method Investees", "terseLabel": "Estimated utility capital expenditures, expenditures for non-utility businesses, and contributions to equity method investees" } } }, "localname": "EstimatedCapitalExpendituresandContributionsToEquityMethodInvestees", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "dte_FairValueAssetsMeasuredonRecurringBasisChangeinUnrealizedGainLossincludedinregulatoryassetsandliabilities": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of unrealized (holding) gain (loss) which is included in regulatory assets or liabilities related to those assets still held at the reporting date for which fair value is measured on a recurring basis using significant unobservable inputs (Level 3).", "label": "Fair Value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) included in regulatory assets and liabilities", "terseLabel": "The amount of total gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets held at March 31, 2020 and 2019 and reflected in DTE Electric's Consolidated Statements of Financial Position" } } }, "localname": "FairValueAssetsMeasuredonRecurringBasisChangeinUnrealizedGainLossincludedinregulatoryassetsandliabilities", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "dte_FairValueInvestmentsEntitiesthatCalculateNetAssetValuePerShareContractualTerm": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Contractual Term", "label": "Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Contractual Term", "terseLabel": "Investments classified as NAV assets, general contractual durations" } } }, "localname": "FairValueInvestmentsEntitiesthatCalculateNetAssetValuePerShareContractualTerm", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueDetailsTextuals" ], "xbrltype": "durationItemType" }, "dte_FairValueNetDerivativeAssetLiabilityMeasuredonRecurringBasisUnobservableInputsReconciliationGainsLossesRecordedInRegulatoryAssetsLiabilities": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair Value Net Derivative Asset (Liability) Measured on Recurring Basis Unobservable Inputs Reconciliation Gains (Losses) Recorded In Regulatory Assets Liabilities", "label": "Fair Value Net Derivative Asset (Liability) Measured on Recurring Basis Unobservable Inputs Reconciliation Gains (Losses) Recorded In Regulatory Assets Liabilities", "terseLabel": "Recorded in/Change in fair value recorded in Regulatory liabilities" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredonRecurringBasisUnobservableInputsReconciliationGainsLossesRecordedInRegulatoryAssetsLiabilities", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "dte_FairValueandUnrealizedGainsforNuclearDecommissioningTrustFundTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fair Value and Unrealized Gains for Nuclear Decommissioning Trust Fund [Table Text Block]", "label": "Fair Value and Unrealized Gains for Nuclear Decommissioning Trust Fund [Table Text Block]", "terseLabel": "Fair Value and Unrealized Gains and Losses for Nuclear Decommissioning Trust Funds" } } }, "localname": "FairValueandUnrealizedGainsforNuclearDecommissioningTrustFundTableTextBlock", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueTables" ], "xbrltype": "textBlockItemType" }, "dte_FairValueofNuclearDecommissioningTrustFundAssetsTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fair Value of Nuclear Decommissioning Trust Fund Assets", "label": "Fair Value of Nuclear Decommissioning Trust Fund Assets [Table Text Block]", "terseLabel": "Fair Value of Nuclear Decommissioning Trust Fund Assets" } } }, "localname": "FairValueofNuclearDecommissioningTrustFundAssetsTableTextBlock", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueTables" ], "xbrltype": "textBlockItemType" }, "dte_February20202.25MortgageBondsMaturingin2030Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "February 2020 2.25% Mortgage Bonds Maturing in 2030 [Member]", "label": "February 2020 2.25% Mortgage Bonds Maturing in 2030 [Member]", "terseLabel": "February 2020 2.25% Mortgage Bonds Maturing 2030" } } }, "localname": "February20202.25MortgageBondsMaturingin2030Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails" ], "xbrltype": "domainItemType" }, "dte_February20202.95MortgageBondsMaturingin2050Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "February 2020 2.95% Mortgage Bonds Maturing in 2050 [Member]", "label": "February 2020 2.95% Mortgage Bonds Maturing in 2050 [Member]", "terseLabel": "February 2020 2.95% Mortgage Bonds Maturing 2050" } } }, "localname": "February20202.95MortgageBondsMaturingin2050Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails" ], "xbrltype": "domainItemType" }, "dte_FinanceLeaseReceivableMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Finance Lease Receivable [Member]", "label": "Finance Lease Receivable [Member]", "terseLabel": "Net investment in leases" } } }, "localname": "FinanceLeaseReceivableMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "domainItemType" }, "dte_FinancialTransmissionRightsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Financial Transmission Rights [Member]", "label": "Financial Transmission Rights [Member]", "terseLabel": "Derivative assets \u2014 FTRs", "verboseLabel": "FTRs \u2014 Other current assets" } } }, "localname": "FinancialTransmissionRightsMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails" ], "xbrltype": "domainItemType" }, "dte_FinancingAgreementAmountOutstanding": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount borrowed under the financing agreement as of the balance sheet date.", "label": "Financing Agreement, Amount Outstanding", "terseLabel": "Amount outstanding" } } }, "localname": "FinancingAgreementAmountOutstanding", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "dte_FinancingAgreementMaximumBorrowingCapacity": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Maximum borrowing capacity under the financing agreement without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the agreement.", "label": "Financing Agreement, Maximum Borrowing Capacity", "terseLabel": "Maximum borrowing capacity, financing agreement" } } }, "localname": "FinancingAgreementMaximumBorrowingCapacity", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "dte_FinancingReceivableOriginatedTwoorMoreYearsbeforeLatestFiscalYear": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails": { "order": 3.0, "parentTag": "us-gaap_NotesReceivableGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Financing Receivable, Originated Two or More Years before Latest Fiscal Year", "label": "Financing Receivable, Originated Two or More Years before Latest Fiscal Year", "terseLabel": "2018 and prior" } } }, "localname": "FinancingReceivableOriginatedTwoorMoreYearsbeforeLatestFiscalYear", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails" ], "xbrltype": "monetaryItemType" }, "dte_GainLossonSaleofAssetsandAssetImpairmentChargesnet": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Gain (Loss) on Sale of Assets and Asset Impairment Charges, net", "label": "Gain (Loss) on Sale of Assets and Asset Impairment Charges, net", "negatedLabel": "Asset (gains) losses and impairments, net" } } }, "localname": "GainLossonSaleofAssetsandAssetImpairmentChargesnet", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_GasInventoryEqualization": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 11.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Gas equalization (current liability) account. Used to offset the cost of gas sold adjustment recognized for LIFO decrements expected to be reinstated by year end.", "label": "Gas inventory equalization", "terseLabel": "Gas inventory equalization" } } }, "localname": "GasInventoryEqualization", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_GasMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Gas [Member]", "label": "Gas [Member]", "terseLabel": "Gas", "verboseLabel": "Gas" } } }, "localname": "GasMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataNetIncomeLossAttributableToDteEnergyBySegmentDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "domainItemType" }, "dte_GasSalesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Gas Sales [Member]", "label": "Gas Sales [Member]", "terseLabel": "Gas sales" } } }, "localname": "GasSalesMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "domainItemType" }, "dte_GasStorageAndPipelinesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Gas Storage and Pipelines [Member]", "label": "Gas Storage and Pipelines [Member]", "terseLabel": "Gas Storage and Pipelines" } } }, "localname": "GasStorageAndPipelinesMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails", "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataNetIncomeLossAttributableToDteEnergyBySegmentDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "domainItemType" }, "dte_GuarantorObligationsAgreementTerm": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Guarantor Obligations, Agreement Term", "label": "Guarantor Obligations, Agreement Term", "terseLabel": "Agreement term" } } }, "localname": "GuarantorObligationsAgreementTerm", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "durationItemType" }, "dte_GuarantorObligationsMaximumPercentageExposure": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Guarantor Obligations, Maximum Percentage Exposure", "label": "Guarantor Obligations, Maximum Percentage Exposure", "terseLabel": "Percentage of payment obligations due" } } }, "localname": "GuarantorObligationsMaximumPercentageExposure", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "percentItemType" }, "dte_GuarantorObligationsTermafterExpirationofStatutesofLimitations": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Guarantor Obligations, Term after Expiration of Statutes of Limitations", "label": "Guarantor Obligations, Term after Expiration of Statutes of Limitations", "terseLabel": "Number of days after expiration of statutes of limitations" } } }, "localname": "GuarantorObligationsTermafterExpirationofStatutesofLimitations", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "durationItemType" }, "dte_GuarantorObligationsTerminationDateMinimumThresholdPeriodFollowingEndofPrimaryTermofCapacityLeaseAgreements": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Guarantor Obligations, Termination Date, Minimum Threshold, Period Following End of Primary Term of Capacity Lease Agreements", "label": "Guarantor Obligations, Termination Date, Minimum Threshold, Period Following End of Primary Term of Capacity Lease Agreements", "terseLabel": "Guarantee termination, minimum threshold, period following end of primary term of capacity lease agreements" } } }, "localname": "GuarantorObligationsTerminationDateMinimumThresholdPeriodFollowingEndofPrimaryTermofCapacityLeaseAgreements", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "durationItemType" }, "dte_HeritageSustainableEnergyRenewableEnergyProjectOneMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Heritage Sustainable Energy, Renewable Energy Project One [Member]", "label": "Heritage Sustainable Energy, Renewable Energy Project One [Member]", "terseLabel": "Heritage Sustainable Energy, Renewable Energy Project" } } }, "localname": "HeritageSustainableEnergyRenewableEnergyProjectOneMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails" ], "xbrltype": "domainItemType" }, "dte_HeritageSustainableEnergyRenewableEnergyProjectTwoMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Heritage Sustainable Energy, Renewable Energy Project Two [Member]", "label": "Heritage Sustainable Energy, Renewable Energy Project Two [Member]", "terseLabel": "Heritage Sustainable Energy, Additional Renewable Energy Project" } } }, "localname": "HeritageSustainableEnergyRenewableEnergyProjectTwoMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_IncomeTaxesReceivableAlternativeMinimumTaxCreditRefund": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Income Taxes Receivable, Alternative Minimum Tax Credit Refund", "label": "Income Taxes Receivable, Alternative Minimum Tax Credit Refund", "terseLabel": "AMT credit refund recorded in anticipation of refund from U.S. Treasury" } } }, "localname": "IncomeTaxesReceivableAlternativeMinimumTaxCreditRefund", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "dte_IncomefromREFinvestees": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails": { "order": 2.0, "parentTag": "us-gaap_OtherNonoperatingIncome", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Income from REF investees", "label": "Income from REF investees", "terseLabel": "Income from REF entities" } } }, "localname": "IncomefromREFinvestees", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails" ], "xbrltype": "monetaryItemType" }, "dte_IncomeonContractServices": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails": { "order": 3.0, "parentTag": "us-gaap_OtherNonoperatingIncome", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Income on Contract Services", "label": "Income on Contract Services", "terseLabel": "Contract services" } } }, "localname": "IncomeonContractServices", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails" ], "xbrltype": "monetaryItemType" }, "dte_IncreaseDecreaseinEffectiveTaxRatefromPriorYearPercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Increase (Decrease) in Effective Tax Rate from Prior Year, Percent", "label": "Increase (Decrease) in Effective Tax Rate from Prior Year, Percent", "terseLabel": "Effective tax rate increase (decrease)" } } }, "localname": "IncreaseDecreaseinEffectiveTaxRatefromPriorYearPercent", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "percentItemType" }, "dte_IncreaseDecreaseinGasInventoryEqualization": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Increase (Decrease) in Gas Inventory Equalization", "label": "Increase (Decrease) in Gas Inventory Equalization", "terseLabel": "Gas inventory equalization" } } }, "localname": "IncreaseDecreaseinGasInventoryEqualization", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_IncreaseDecreaseinPensionPlanObligationsAffiliates": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 19.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in the amount due to fund retirement benefits to employees, retired and disabled former employees related to affiliated parties.", "label": "Increase (Decrease) in Pension Plan Obligations, Affiliates", "terseLabel": "Accrued pension liability \u2014 affiliates" } } }, "localname": "IncreaseDecreaseinPensionPlanObligationsAffiliates", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_IncreaseDecreaseinPostretirementObligationsAffiliates": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 20.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in the amount due to fund non-pension benefits provided to former, retired, and disabled employees related to affiliated parties.", "label": "Increase (Decrease) in Postretirement Obligations, Affiliates", "terseLabel": "Accrued postretirement liability \u2014 affiliates" } } }, "localname": "IncreaseDecreaseinPostretirementObligationsAffiliates", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_IncreaseDecreaseinPrepaidPostretirementCosts": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Increase (Decrease) in Prepaid Postretirement Costs", "label": "Increase (Decrease) in Prepaid Postretirement Costs", "negatedTerseLabel": "Prepaid postretirement benefit costs" } } }, "localname": "IncreaseDecreaseinPrepaidPostretirementCosts", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_IndustrialMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Industrial [Member]", "label": "Industrial [Member]", "terseLabel": "Industrial" } } }, "localname": "IndustrialMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "domainItemType" }, "dte_IntermediateTransportationMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Intermediate Transportation [Member]", "label": "Intermediate Transportation [Member]", "terseLabel": "Intermediate Transportation" } } }, "localname": "IntermediateTransportationMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "domainItemType" }, "dte_InternalGradeOneMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Internal Grade One [Member]", "label": "Internal Grade One [Member]", "terseLabel": "Internal grade 1" } } }, "localname": "InternalGradeOneMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails" ], "xbrltype": "domainItemType" }, "dte_InternalGradeTwoMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Internal Grade Two [Member]", "label": "Internal Grade Two [Member]", "terseLabel": "Internal grade 2" } } }, "localname": "InternalGradeTwoMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails" ], "xbrltype": "domainItemType" }, "dte_InvestmentsByConsolidatedAndNonconsolidatedEntitiesAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Investments By Consolidated And Nonconsolidated Entities [Axis]", "label": "Investments By Consolidated And Nonconsolidated Entities [Axis]", "terseLabel": "Investments By Consolidated And Nonconsolidated Entities [Axis]" } } }, "localname": "InvestmentsByConsolidatedAndNonconsolidatedEntitiesAxis", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationNonConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "stringItemType" }, "dte_InvestmentsByConsolidatedAndNonconsolidatedEntitiesDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Domain] for Investments By Consolidated And Nonconsolidated Entities [Axis]", "label": "Investments By Consolidated And Nonconsolidated Entities [Domain]", "terseLabel": "Investments By Consolidated And Nonconsolidated Entities [Domain]" } } }, "localname": "InvestmentsByConsolidatedAndNonconsolidatedEntitiesDomain", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationNonConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "domainItemType" }, "dte_LettersofCreditReceivedUsedtoOffsetNetDerivativeAssets": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Letters of Credit Received that could be used to offset net derivative assets", "label": "Letters of Credit Received, Used to Offset Net Derivative Assets", "terseLabel": "Letters of credit received that could be used to offset net derivative assets" } } }, "localname": "LettersofCreditReceivedUsedtoOffsetNetDerivativeAssets", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "dte_Lettersofcreditthatcouldbeusedtooffsetnetderivativeliabilities": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Letters of credit that could be used to offset net derivative liabilities", "label": "Letters of credit that could be used to offset net derivative liabilities", "terseLabel": "Letters of credit that could be used to offset net derivative liabilities" } } }, "localname": "Lettersofcreditthatcouldbeusedtooffsetnetderivativeliabilities", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "dte_LoansandLeasesReceivableMaximumPotentialLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Loans and Leases Receivable, Maximum Potential Liability", "label": "Loans and Leases Receivable, Maximum Potential Liability", "terseLabel": "Maximum potential payments under line of credit" } } }, "localname": "LoansandLeasesReceivableMaximumPotentialLiability", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "dte_LongTermDebtOtherMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Long Term Debt, Other [Member]", "label": "Long Term Debt, Other [Member]", "terseLabel": "Mortgage bonds, notes, and other" } } }, "localname": "LongTermDebtOtherMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_LowLevelRadioactiveWasteMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Low Level Radioactive Waste [Member]", "label": "Low Level Radioactive Waste [Member]", "terseLabel": "Low-level radioactive waste" } } }, "localname": "LowLevelRadioactiveWasteMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails" ], "xbrltype": "domainItemType" }, "dte_M5LouisianaGatheringLLCMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "M5 Louisiana Gathering, LLC [Member]", "label": "M5 Louisiana Gathering, LLC [Member]", "terseLabel": "Blue Union and LEAP" } } }, "localname": "M5LouisianaGatheringLLCMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails" ], "xbrltype": "domainItemType" }, "dte_MPSCMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Michigan Public Service Commission", "label": "MPSC [Member]", "terseLabel": "MPSC" } } }, "localname": "MPSCMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_March20204.89SeniorNotesMaturing2020Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "March 2020 4.89% Senior Notes Maturing 2020 [Member]", "label": "March 2020 4.89% Senior Notes Maturing 2020 [Member]", "terseLabel": "March 2020 4.89% Senior Notes Maturing 2020" } } }, "localname": "March20204.89SeniorNotesMaturing2020Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtScheduleOfDebtRedeemedDetails", "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails" ], "xbrltype": "domainItemType" }, "dte_March2020UnsecuredTermLoanMaturingIn2022Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "March 2020 Unsecured Term Loan Maturing In 2022 [Member]", "label": "March 2020 Unsecured Term Loan Maturing In 2022 [Member]", "terseLabel": "Unsecured Term Loan Maturing in March 2022" } } }, "localname": "March2020UnsecuredTermLoanMaturingIn2022Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_MaximumAdditionalMarginFinancing": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Maximum Additional Margin Financing", "label": "Maximum Additional Margin Financing", "terseLabel": "Maximum additional margin financing" } } }, "localname": "MaximumAdditionalMarginFinancing", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "dte_MidstreamNaturalGasAssetsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Midstream Natural Gas Assets [Member]", "label": "Midstream Natural Gas Assets [Member]", "terseLabel": "Midstream Natural Gas Assets" } } }, "localname": "MidstreamNaturalGasAssetsMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_NEXUSMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "NEXUS [Member]", "label": "NEXUS [Member]", "terseLabel": "NEXUS" } } }, "localname": "NEXUSMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_NEXUSPipelineMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "NEXUS Pipeline [Member]", "label": "NEXUS Pipeline [Member]", "terseLabel": "NEXUS pipeline" } } }, "localname": "NEXUSPipelineMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_NaturalGasCommodityContractMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Natural Gas Commodity Contract [Member]", "label": "Natural Gas Commodity Contract [Member]", "terseLabel": "Natural gas", "verboseLabel": "Natural gas (MMBtu)" } } }, "localname": "NaturalGasCommodityContractMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsCumulativeGrossVolumeOfDerivativeContractsOutstandingDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsEffectOfDerivativesNotDesignatedAsHedgingInstrumentsOnConsolidatedStatementOfOperationsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "dte_NettingOffsetsOfDerivativeAssetsAndLiabilitiesReconciliationToStatementsOfFinancialPositionTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Netting Offsets of Derivative Assets and Liabilities Reconciliation to the Statements of Financial Position [Table Text Block]", "label": "Netting Offsets of Derivative Assets and Liabilities Reconciliation to the Statements of Financial Position [Table Text Block]", "terseLabel": "Netting Offsets of Derivative Assets and Liabilities Reconciliation to the Statements of Financial Position" } } }, "localname": "NettingOffsetsOfDerivativeAssetsAndLiabilitiesReconciliationToStatementsOfFinancialPositionTableTextBlock", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "dte_NoncurrentAssetMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Noncurrent Asset [Member]", "label": "Noncurrent Asset [Member]", "terseLabel": "Noncurrent assets" } } }, "localname": "NoncurrentAssetMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "dte_NoncurrentDerivativeAssetMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Noncurrent Derivative Asset [Member]", "label": "Noncurrent Derivative Asset [Member]", "terseLabel": "Noncurrent derivative assets" } } }, "localname": "NoncurrentDerivativeAssetMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "domainItemType" }, "dte_NoncurrentDerivativeLiabilityMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Noncurrent Derivative Liability [Member]", "label": "Noncurrent Derivative Liability [Member]", "terseLabel": "Noncurrent derivative liabilities", "verboseLabel": "Noncurrent liabilities" } } }, "localname": "NoncurrentDerivativeLiabilityMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "domainItemType" }, "dte_NotesReceivableConsideredDelinquentPeriod": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Notes Receivable Considered Delinquent Period", "label": "Notes Receivable Considered Delinquent Period", "terseLabel": "Notes receivable considered delinquent period" } } }, "localname": "NotesReceivableConsideredDelinquentPeriod", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "durationItemType" }, "dte_NuclearDecommissioningTrustFundMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Nuclear Decommissioning Trust Fund [Member]", "label": "Nuclear Decommissioning Trust Fund [Member]", "terseLabel": "Nuclear decommissioning trust fund" } } }, "localname": "NuclearDecommissioningTrustFundMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails", "http://www.dteenergy.com/role/FairValueGainsAndLossesAndProceedsFromSaleOfSecuritiesByNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "domainItemType" }, "dte_NuclearDecommissioningTrustandOtherInvestmentsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Nuclear Decommissioning Trust and Other Investments, Policy [Policy Text Block]", "label": "Nuclear Decommissioning Trust and Other Investments, Policy [Policy Text Block]", "terseLabel": "Nuclear Decommissioning Trusts and Other Investments" } } }, "localname": "NuclearDecommissioningTrustandOtherInvestmentsPolicyPolicyTextBlock", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "dte_NuclearPlant1Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Nuclear Plant1 [Member]", "label": "Nuclear Plant1 [Member]", "terseLabel": "Fermi 1" } } }, "localname": "NuclearPlant1Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails" ], "xbrltype": "domainItemType" }, "dte_Nuclearfuelamortization": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The expense charged against earnings for the periodic recognition of capitalized nuclear fuel.", "label": "Nuclear fuel amortization", "terseLabel": "Nuclear fuel amortization" } } }, "localname": "Nuclearfuelamortization", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_NumberOfFormerMgpSites": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number Of Former Mgp Sites", "label": "Number Of Former Mgp Sites", "terseLabel": "Number of former MGP sites" } } }, "localname": "NumberOfFormerMgpSites", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "integerItemType" }, "dte_NumberOfNovs": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of NOVs", "label": "Number of NOVs", "terseLabel": "Number of NOVs/FOVs" } } }, "localname": "NumberOfNovs", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "integerItemType" }, "dte_NumberofElectricUtilityCustomers": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of Electric Utility Customers", "label": "Number of Electric Utility Customers", "terseLabel": "Number of electric utility customers" } } }, "localname": "NumberofElectricUtilityCustomers", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals", "http://www.dteenergy.com/role/SegmentAndRelatedInformationDetailsTextuals" ], "xbrltype": "integerItemType" }, "dte_NumberofGasUtilityCustomers": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of Gas Utility Customers", "label": "Number of Gas Utility Customers", "terseLabel": "Number of gas utility customers" } } }, "localname": "NumberofGasUtilityCustomers", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals", "http://www.dteenergy.com/role/SegmentAndRelatedInformationDetailsTextuals" ], "xbrltype": "integerItemType" }, "dte_NumberofPermittedEngineeredAshStorageFacilitiesOwned": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of Permitted Engineered Ash Storage Facilities Owned", "label": "Number of Permitted Engineered Ash Storage Facilities Owned", "terseLabel": "Number of permitted engineered ash storage facilities owned" } } }, "localname": "NumberofPermittedEngineeredAshStorageFacilitiesOwned", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "integerItemType" }, "dte_OtherCommodityContractMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Commodity Contracts other than Natural Gas or Electricity", "label": "Other Commodity Contract [Member]", "terseLabel": "Other" } } }, "localname": "OtherCommodityContractMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "dte_OtherFinancingReceivablesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other Financing Receivables [Member]", "label": "Other Financing Receivables [Member]", "terseLabel": "Other receivables" } } }, "localname": "OtherFinancingReceivablesMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "domainItemType" }, "dte_OtherMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other [Member]", "label": "Other [Member]", "terseLabel": "Other" } } }, "localname": "OtherMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "domainItemType" }, "dte_OtherMiscellaneousNonoperatingIncome": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails": { "order": 6.0, "parentTag": "us-gaap_OtherNonoperatingIncome", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Other Miscellaneous Nonoperating Income", "label": "Other Miscellaneous Nonoperating Income", "terseLabel": "Other" } } }, "localname": "OtherMiscellaneousNonoperatingIncome", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails" ], "xbrltype": "monetaryItemType" }, "dte_OtherPostretirementDefinedBenefitPlanLiabilitiesNoncurrentAffiliates": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 11.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "This represents the noncurrent liability recognized in the balance sheet that is associated with other postretirement defined benefit plans (excluding pension plans) related to affiliated parties.", "label": "Other Postretirement Defined Benefit Plan, Liabilities, Noncurrent, Affiliates", "terseLabel": "Accrued postretirement liability \u2014 affiliates" } } }, "localname": "OtherPostretirementDefinedBenefitPlanLiabilitiesNoncurrentAffiliates", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_OtheroutstandinglettersofcreditMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other outstanding letters of credit [Member]", "label": "Other outstanding letters of credit [Member]", "terseLabel": "Other outstanding letters of credit" } } }, "localname": "OtheroutstandinglettersofcreditMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_PacificGasandElectricCorporationMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Pacific Gas and Electric Corporation [Member]", "label": "Pacific Gas and Electric Corporation [Member]", "terseLabel": "Pacific Gas and Electric Corporation" } } }, "localname": "PacificGasandElectricCorporationMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_PartialClosureCompleteMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Partial Closure Complete [Member]", "label": "Partial Closure Complete [Member]", "terseLabel": "Partial closure complete" } } }, "localname": "PartialClosureCompleteMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_PaymentstoAcquireBusinessGrossAmountHeldinEscrow": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Payments to Acquire Business, Gross, Amount Held in Escrow", "label": "Payments to Acquire Business, Gross, Amount Held in Escrow", "terseLabel": "Cash consideration paid and held in escrow" } } }, "localname": "PaymentstoAcquireBusinessGrossAmountHeldinEscrow", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "dte_PeriodGasUtilityCanAmortizeMgpCosts": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Period Gas Utility Can Amortize Mgp Costs", "label": "Period Gas Utility Can Amortize Mgp Costs", "terseLabel": "Amortization period (in years)" } } }, "localname": "PeriodGasUtilityCanAmortizeMgpCosts", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "durationItemType" }, "dte_PlantAndEquipmentExpendituresNonUtility": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Plant and equipment expenditures \u2014 non-utility", "label": "Plant and equipment expenditures \u2014 non-utility", "negatedTerseLabel": "Plant and equipment expenditures \u2014 non-utility" } } }, "localname": "PlantAndEquipmentExpendituresNonUtility", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_PlantAndEquipmentExpendituresUtility": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Plant and equipment expenditures \u2014 utility", "label": "Plant and equipment expenditures \u2014 utility", "negatedTerseLabel": "Plant and equipment expenditures \u2014 utility" } } }, "localname": "PlantAndEquipmentExpendituresUtility", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_PowerAndIndustrialProjectsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Power and Industrial Projects [Member]", "label": "Power and Industrial Projects [Member]", "terseLabel": "Power and Industrial Projects" } } }, "localname": "PowerAndIndustrialProjectsMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails", "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals", "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataNetIncomeLossAttributableToDteEnergyBySegmentDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "domainItemType" }, "dte_PrepaidPostretirementCosts": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 6.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Prepaid Postretirement Costs", "label": "Prepaid Postretirement Costs", "terseLabel": "Prepaid postretirement costs" } } }, "localname": "PrepaidPostretirementCosts", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_PrepaidPostretirementCostsAffiliates": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 9.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Prepaid Postretirement Costs, Affiliates", "label": "Prepaid Postretirement Costs, Affiliates", "terseLabel": "Prepaid postretirement costs \u2014 affiliates" } } }, "localname": "PrepaidPostretirementCostsAffiliates", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_ProceedsfromRepaymentsofShorttermDebtAffiliate": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The net cash inflow or outflow for affiliate borrowings having initial term of repayment within one year or the normal operating cycle, if longer.", "label": "Proceeds from (Repayments of) Short-term Debt, Affiliate", "terseLabel": "Short-term borrowings, net \u2014 affiliate" } } }, "localname": "ProceedsfromRepaymentsofShorttermDebtAffiliate", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_ProceedsfromRepaymentsofShorttermDebtOther": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The net cash inflow or outflow for other borrowings having initial term of repayment within one year or the normal operating cycle, if longer.", "label": "Proceeds from (Repayments of) Short-term Debt, Other", "terseLabel": "Short-term borrowings, net \u2014 other" } } }, "localname": "ProceedsfromRepaymentsofShorttermDebtOther", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_PropertyPlantandEquipmentGenerationFacilityNumberofPlants": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Property, Plant and Equipment, Generation Facility, Number of Plants", "label": "Property, Plant and Equipment, Generation Facility, Number of Plants", "terseLabel": "Number of generating plants operated with ownership interest held" } } }, "localname": "PropertyPlantandEquipmentGenerationFacilityNumberofPlants", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "integerItemType" }, "dte_ReceivablesDueDate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Receivables Due Date", "label": "Receivables Due Date", "terseLabel": "Receivables due date" } } }, "localname": "ReceivablesDueDate", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "durationItemType" }, "dte_ReducedEmissionsFuelGuaranteesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Reduced Emissions Fuel Guarantees [Member]", "label": "Reduced Emissions Fuel Guarantees [Member]", "terseLabel": "Reduced emissions fuel guarantees" } } }, "localname": "ReducedEmissionsFuelGuaranteesMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_ReductionofCarbonEmissionsby2030Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Reduction of Carbon Emissions by 2030 [Member]", "label": "Reduction of Carbon Emissions by 2030 [Member]", "terseLabel": "Reduction of Carbon Emissions by 2030" } } }, "localname": "ReductionofCarbonEmissionsby2030Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_ReductionofCarbonEmissionsby2040Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Reduction of Carbon Emissions by 2040 [Member]", "label": "Reduction of Carbon Emissions by 2040 [Member]", "terseLabel": "Reduction of Carbon Emissions by 2040" } } }, "localname": "ReductionofCarbonEmissionsby2040Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_ReductionofCarbonEmissionsby2050Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Reduction of Carbon Emissions by 2050 [Member]", "label": "Reduction of Carbon Emissions by 2050 [Member]", "terseLabel": "Reduction of Carbon Emissions by 2050" } } }, "localname": "ReductionofCarbonEmissionsby2050Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_ReductionofCarbonEmissionsbyEarly2020sMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Reduction of Carbon Emissions by Early 2020s [Member]", "label": "Reduction of Carbon Emissions by Early 2020s [Member]", "terseLabel": "Reduction of Carbon Emissions by Early 2020s" } } }, "localname": "ReductionofCarbonEmissionsbyEarly2020sMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_RegulatedandUnregulatedOperatingExpenseDepreciationandAmortization": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 6.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Regulated and Unregulated Operating Expense, Depreciation and Amortization", "label": "Regulated and Unregulated Operating Expense, Depreciation and Amortization", "verboseLabel": "Depreciation and amortization" } } }, "localname": "RegulatedandUnregulatedOperatingExpenseDepreciationandAmortization", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_RegulatedandUnregulatedOperatingExpenseMaintenanceandOperations": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 5.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Regulated and Unregulated Operating Expense, Maintenance and Operations", "label": "Regulated and Unregulated Operating Expense, Maintenance and Operations", "terseLabel": "Operation and maintenance" } } }, "localname": "RegulatedandUnregulatedOperatingExpenseMaintenanceandOperations", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_Remainingamountofoffsetstoderivativenetliabilitypositionsforhardandsofttriggerprovisions": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Remaining amount of offsets to derivative net liability positions for hard and soft trigger provisions", "label": "Remaining amount of offsets to derivative net liability positions for hard and soft trigger provisions", "terseLabel": "Remaining amount of offsets to derivative net liability positions for hard and soft trigger provisions" } } }, "localname": "Remainingamountofoffsetstoderivativenetliabilitypositionsforhardandsofttriggerprovisions", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "dte_RenewableEnergyCommodityContractMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Renewable Energy Commodity Contract [Member]", "label": "Renewable Energy Commodity Contract [Member]", "verboseLabel": "Renewable Energy Certificates (MWh)" } } }, "localname": "RenewableEnergyCommodityContractMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsCumulativeGrossVolumeOfDerivativeContractsOutstandingDetails" ], "xbrltype": "domainItemType" }, "dte_ResidentialMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Residential [Member]", "label": "Residential [Member]", "terseLabel": "Residential" } } }, "localname": "ResidentialMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "domainItemType" }, "dte_RestrictedCashMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Restricted Cash [Member]", "label": "Restricted Cash [Member]", "terseLabel": "Restricted cash" } } }, "localname": "RestrictedCashMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "dte_ScheduleOfIssuedDebtTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule Of Issued Debt [Table Text Block]", "label": "Schedule Of Issued Debt [Table Text Block]", "terseLabel": "Schedule of Issued Debt" } } }, "localname": "ScheduleOfIssuedDebtTableTextBlock", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtTables" ], "xbrltype": "textBlockItemType" }, "dte_ScheduleofEffectiveTaxRateTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule of Effective Tax Rate [Table Text Block]", "label": "Schedule of Effective Tax Rate [Table Text Block]", "terseLabel": "Schedule of Effective Tax Rates" } } }, "localname": "ScheduleofEffectiveTaxRateTableTextBlock", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "dte_ScheduleofIncomeTaxesLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Line Items] for Schedule of Income Taxes [Table]", "label": "Schedule of Income Taxes [Line Items]", "terseLabel": "Schedule of Income Taxes [Line Items]" } } }, "localname": "ScheduleofIncomeTaxesLineItems", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesIncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "dte_ScheduleofIncomeTaxesTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule of Income Taxes [Table]", "label": "Schedule of Income Taxes [Table]", "terseLabel": "Schedule of Income Taxes [Table]" } } }, "localname": "ScheduleofIncomeTaxesTable", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesIncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "dte_ScheduleofOtherNonoperatingIncomebyComponentLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Line Items] for Schedule of Other Nonoperating Income, by Component [Table]", "label": "Schedule of Other Nonoperating Income, by Component [Line Items]", "terseLabel": "Schedule of Other Nonoperating Income, by Component [Line Items]" } } }, "localname": "ScheduleofOtherNonoperatingIncomebyComponentLineItems", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails" ], "xbrltype": "stringItemType" }, "dte_ScheduleofOtherNonoperatingIncomebyComponentTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule of Other Nonoperating Income, by Component [Table]", "label": "Schedule of Other Nonoperating Income, by Component [Table]", "terseLabel": "Schedule of Other Nonoperating Income, by Component [Table]" } } }, "localname": "ScheduleofOtherNonoperatingIncomebyComponentTable", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails" ], "xbrltype": "stringItemType" }, "dte_SeriesB20165.375JuniorSubordinatedDebenturesDue2076Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Series B, 2016, 5.375% Junior Subordinated Debentures Due 2076 [Member]", "label": "Series B, 2016, 5.375% Junior Subordinated Debentures Due 2076 [Member]", "terseLabel": "2016 Series B 5.375% Junior Subordinated Debentures due 2076" } } }, "localname": "SeriesB20165.375JuniorSubordinatedDebenturesDue2076Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "domainItemType" }, "dte_SeriesC20125.25JuniorSubordinatedDebenturesDue2062Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Series C, 2012, 5.25% Junior Subordinated Debentures Due 2062 [Member]", "label": "Series C, 2012, 5.25% Junior Subordinated Debentures Due 2062 [Member]", "terseLabel": "2012 Series C 5.25% Junior Subordinated Debentures due 2062" } } }, "localname": "SeriesC20125.25JuniorSubordinatedDebenturesDue2062Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "domainItemType" }, "dte_SeriesE20175.25JuniorSubordinatedDebenturesDue2077Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Series E, 2017, 5.25% Junior Subordinated Debentures Due 2077 [Member]", "label": "Series E, 2017, 5.25% Junior Subordinated Debentures Due 2077 [Member]", "terseLabel": "2017 Series E 5.25% Junior Subordinated Debentures due 2077" } } }, "localname": "SeriesE20175.25JuniorSubordinatedDebenturesDue2077Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "domainItemType" }, "dte_SeriesF20166.00JuniorSubordinatedDebenturesDue2076Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Series F, 2016, 6.00% Junior Subordinated Debentures Due 2076 [Member]", "label": "Series F, 2016, 6.00% Junior Subordinated Debentures Due 2076 [Member]", "terseLabel": "2016 Series F 6.00% Junior Subordinated Debentures due 2076" } } }, "localname": "SeriesF20166.00JuniorSubordinatedDebenturesDue2076Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "domainItemType" }, "dte_SignificantAccountingPoliciesLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Significant Accounting Policies [Line Items]", "label": "Significant Accounting Policies [Line Items]" } } }, "localname": "SignificantAccountingPoliciesLineItems", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "stringItemType" }, "dte_SignificantAccountingPoliciesTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Significant Accounting Policies [Table]", "label": "Significant Accounting Policies [Table]", "terseLabel": "Significant Accounting Policies [Table]" } } }, "localname": "SignificantAccountingPoliciesTable", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "stringItemType" }, "dte_SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "South Jersey Industries, Combined Heat and Power Generation Facility [Member]", "label": "South Jersey Industries, Combined Heat and Power Generation Facility [Member]", "terseLabel": "South Jersey Industries, Combined Heat and Power Generation Facility" } } }, "localname": "SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails" ], "xbrltype": "domainItemType" }, "dte_SpecificReviewOfProbableFutureCollectionsBasedOnReceivableBalancesInExcessOf90Days": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Specific Review of Probable Future Collections Based on Receivable Balances in Excess of 90 Days", "label": "Specific Review of Probable Future Collections Based on Receivable Balances in Excess of 90 Days", "terseLabel": "Specific review of probable future collections based on receivable balances in excess of 90 days" } } }, "localname": "SpecificReviewOfProbableFutureCollectionsBasedOnReceivableBalancesInExcessOf90Days", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "durationItemType" }, "dte_SummaryOfAmountsForNonconsolidatedVariableInterestEntitiesTextBlockTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Summary Of Amounts For Nonconsolidated Variable Interest Entities Text Block [Table Text Block]", "label": "Summary Of Amounts For Nonconsolidated Variable Interest Entities Text Block [Table Text Block]", "verboseLabel": "Summary of Amounts for Non-Consolidated Variable Interest Entities" } } }, "localname": "SummaryOfAmountsForNonconsolidatedVariableInterestEntitiesTextBlockTableTextBlock", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationTables" ], "xbrltype": "textBlockItemType" }, "dte_SyntheticFuelMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Synthetic Fuel [Member]", "label": "Synthetic Fuel [Member]", "terseLabel": "Synthetic fuel" } } }, "localname": "SyntheticFuelMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_TexasEasternTransmissionLPMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Texas Eastern Transmission, LP [Member]", "label": "Texas Eastern Transmission, LP [Member]", "terseLabel": "Texas Eastern Transmission, LP" } } }, "localname": "TexasEasternTransmissionLPMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_UnregulatedOperatingExpenseProductsandServices": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 7.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Unregulated Operating Expense, Products and Services", "label": "Unregulated Operating Expense, Products and Services", "terseLabel": "Fuel, purchased power, and gas \u2014 non-utility" } } }, "localname": "UnregulatedOperatingExpenseProductsandServices", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "dte_UnsecuredLetterOfCreditFacilityExpiringInAugust2021Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Unsecured Letter Of Credit Facility, Expiring In August 2021 [Member]", "label": "Unsecured Letter Of Credit Facility, Expiring In August 2021 [Member]", "terseLabel": "Unsecured letter of credit facility, expiring in August 2021" } } }, "localname": "UnsecuredLetterOfCreditFacilityExpiringInAugust2021Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails" ], "xbrltype": "domainItemType" }, "dte_UnsecuredLetterOfCreditFacilityExpiringInFebruary2021Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Unsecured Letter Of Credit Facility, Expiring In February 2021 [Member]", "label": "Unsecured Letter Of Credit Facility, Expiring In February 2021 [Member]", "terseLabel": "Unsecured letter of credit facility, expiring in February 2021" } } }, "localname": "UnsecuredLetterOfCreditFacilityExpiringInFebruary2021Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails" ], "xbrltype": "domainItemType" }, "dte_UnsecuredRevolvingCreditFacilityExpiringinApril2024Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Unsecured Revolving Credit Facility, Expiring in April 2024 [Member]", "label": "Unsecured Revolving Credit Facility, Expiring in April 2024 [Member]", "terseLabel": "Unsecured revolving credit facility, expiring April 2024" } } }, "localname": "UnsecuredRevolvingCreditFacilityExpiringinApril2024Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails" ], "xbrltype": "domainItemType" }, "dte_UnsecuredTermLoanExpiringinMarch2021Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Unsecured Term Loan, Expiring in March 2021n [Member]", "label": "Unsecured Term Loan, Expiring in March 2021 [Member]", "terseLabel": "Unsecured Term Loan Executed in March 2020", "verboseLabel": "Unsecured term loan, expiring in March 2021" } } }, "localname": "UnsecuredTermLoanExpiringinMarch2021Member", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_VariableInterestEntityFutureFundingCommitments": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Variable Interest Entity, Future Funding Commitments", "label": "Variable Interest Entity, Future Funding Commitments", "verboseLabel": "Future funding commitments" } } }, "localname": "VariableInterestEntityFutureFundingCommitments", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationNonConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "dte_VariableInterestEntityPrimaryBeneficiaryOtherRestrictedMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Variable Interest Entity, Primary Beneficiary Other, Restricted [Member]", "label": "Variable Interest Entity, Primary Beneficiary Other, Restricted [Member]", "verboseLabel": "Other" } } }, "localname": "VariableInterestEntityPrimaryBeneficiaryOtherRestrictedMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "domainItemType" }, "dte_VariableInterestEntityPrimaryBeneficiaryRestrictedMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Variable Interest Entities (VIE) in which the entity has a controlling financial interest (as defined) and of which it is therefore the primary beneficiary. A controlling financial interest is determined based on both: (a) the entity's power to direct activities of the VIE that most significantly impact the VIE's economic performance and (b) the entity's obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. VIEs of which the entity is the primary beneficiary are included in the consolidated financial statements of the entity.", "label": "Variable Interest Entity, Primary Beneficiary, Restricted [Member]", "terseLabel": "Variable interest entity, primary beneficiary, restricted" } } }, "localname": "VariableInterestEntityPrimaryBeneficiaryRestrictedMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "domainItemType" }, "dte_VariableInterestEntityPrimaryBeneficiarySGGRestrictedMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Variable Interest Entity, Primary Beneficiary, SGG Restricted [Member]", "label": "Variable Interest Entity, Primary Beneficiary, SGG Restricted [Member]", "terseLabel": "SGG" } } }, "localname": "VariableInterestEntityPrimaryBeneficiarySGGRestrictedMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "domainItemType" }, "dte_VariableInterestEntityQualitativeorQuantitativeInformationOwnershipandNonOwnershipPercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Variable Interest Entity, Qualitative or Quantitative Information, Ownership and Non-Ownership Percentage", "label": "Variable Interest Entity, Qualitative or Quantitative Information, Ownership and Non-Ownership Percentage", "terseLabel": "VIE ownership and non-ownership percentage" } } }, "localname": "VariableInterestEntityQualitativeorQuantitativeInformationOwnershipandNonOwnershipPercentage", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "percentItemType" }, "dte_VectorMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Vector [Member]", "label": "Vector [Member]", "terseLabel": "Vector" } } }, "localname": "VectorMember", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "dte_VolumeOfCommodityContractsTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Volume of Commodity Contracts [Table Text Block]", "label": "Volume of Commodity Contracts [Table Text Block]", "terseLabel": "Volume of Commodity Contracts" } } }, "localname": "VolumeOfCommodityContractsTableTextBlock", "nsuri": "http://www.dteenergy.com/20200331", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "srt_AffiliatedEntityMember": { "auth_ref": [ "r339", "r497", "r498", "r576" ], "lang": { "en-US": { "role": { "label": "Affiliated Entity [Member]", "terseLabel": "Affiliates" } } }, "localname": "AffiliatedEntityMember", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "srt_ConsolidatedEntitiesAxis": { "auth_ref": [ "r576" ], "lang": { "en-US": { "role": { "label": "Consolidated Entities [Axis]", "terseLabel": "Consolidated Entities [Axis]" } } }, "localname": "ConsolidatedEntitiesAxis", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "stringItemType" }, "srt_ConsolidatedEntitiesDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Consolidated Entities [Domain]", "terseLabel": "Consolidated Entities [Domain]" } } }, "localname": "ConsolidatedEntitiesDomain", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "domainItemType" }, "srt_ConsolidationItemsAxis": { "auth_ref": [ "r170", "r183" ], "lang": { "en-US": { "role": { "label": "Consolidation Items [Axis]", "terseLabel": "Consolidation Items [Axis]" } } }, "localname": "ConsolidationItemsAxis", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "stringItemType" }, "srt_ConsolidationItemsDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Consolidation Items [Domain]", "terseLabel": "Consolidation Items [Domain]" } } }, "localname": "ConsolidationItemsDomain", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "domainItemType" }, "srt_CounterpartyNameAxis": { "auth_ref": [ "r74", "r135" ], "lang": { "en-US": { "role": { "label": "Counterparty Name [Axis]", "terseLabel": "Counterparty Name [Axis]" } } }, "localname": "CounterpartyNameAxis", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "stringItemType" }, "srt_EquityMethodInvesteeNameDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Investment, Name [Domain]", "terseLabel": "Investment, Name [Domain]" } } }, "localname": "EquityMethodInvesteeNameDomain", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals" ], "xbrltype": "domainItemType" }, "srt_FuelMember": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Fuel [Member]", "terseLabel": "Fuel, purchased power, and gas \u2014 non-utility" } } }, "localname": "FuelMember", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsEffectOfDerivativesNotDesignatedAsHedgingInstrumentsOnConsolidatedStatementOfOperationsDetails" ], "xbrltype": "domainItemType" }, "srt_MaximumMember": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/FairValueDetailsTextuals", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals", "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/FairValueDetailsTextuals", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "srt_ParentCompanyMember": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Parent Company [Member]", "terseLabel": "DTE Energy" } } }, "localname": "ParentCompanyMember", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals", "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r185", "r315", "r318", "r563", "r564" ], "lang": { "en-US": { "role": { "label": "Product and Service [Axis]", "terseLabel": "Product and Service [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Product and Service [Domain]", "terseLabel": "Product and Service [Domain]" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statistical Measurement [Axis]", "terseLabel": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/FairValueDetailsTextuals", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals", "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statistical Measurement [Domain]", "terseLabel": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/FairValueDetailsTextuals", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals", "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "srt_RepurchaseAgreementCounterpartyNameDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Counterparty Name [Domain]", "terseLabel": "Counterparty Name [Domain]" } } }, "localname": "RepurchaseAgreementCounterpartyNameDomain", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis": { "auth_ref": [ "r225" ], "lang": { "en-US": { "role": { "label": "Investment, Name [Axis]", "terseLabel": "Investment, Name [Axis]" } } }, "localname": "ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals" ], "xbrltype": "stringItemType" }, "srt_SegmentGeographicalDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Geographical [Domain]", "terseLabel": "Geographical [Domain]" } } }, "localname": "SegmentGeographicalDomain", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals" ], "xbrltype": "domainItemType" }, "srt_StatementGeographicalAxis": { "auth_ref": [ "r186", "r315", "r319", "r565", "r572", "r575" ], "lang": { "en-US": { "role": { "label": "Geographical [Axis]", "terseLabel": "Geographical [Axis]" } } }, "localname": "StatementGeographicalAxis", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals" ], "xbrltype": "stringItemType" }, "srt_WeightedAverageMember": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Weighted Average [Member]", "terseLabel": "Weighted Average" } } }, "localname": "WeightedAverageMember", "nsuri": "http://fasb.org/srt/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "stpr_WV": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "WEST VIRGINIA", "verboseLabel": "SGG" } } }, "localname": "WV", "nsuri": "http://xbrl.sec.gov/stpr/2018-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountingStandardsUpdate201802Member": { "auth_ref": [ "r94" ], "lang": { "en-US": { "role": { "documentation": "Accounting Standards Update 2018-02 Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.", "label": "Accounting Standards Update 2018-02 [Member]", "terseLabel": "ASU No. 2018-02" } } }, "localname": "AccountingStandardsUpdate201802Member", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsNotesLoansAndFinancingReceivablesByBillingStatusTypeAxis": { "auth_ref": [ "r60" ], "lang": { "en-US": { "role": { "documentation": "Information by billing status of receivables.", "label": "Billing Status, Type [Axis]", "terseLabel": "Billing Status, Type [Axis]" } } }, "localname": "AccountsNotesLoansAndFinancingReceivablesByBillingStatusTypeAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent": { "auth_ref": [ "r46" ], "calculation": { "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.", "label": "Accounts Payable and Accrued Liabilities, Current", "terseLabel": "Accounts payable and accrued current liabilities" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r43" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "verboseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsPayableCurrentAndNoncurrentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Accounts Payable [Abstract]", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrentAndNoncurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableOtherCurrent": { "auth_ref": [ "r12", "r43" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 13.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of obligations incurred classified as other, payable within one year or the normal operating cycle, if longer.", "label": "Accounts Payable, Other, Current", "verboseLabel": "Other" } } }, "localname": "AccountsPayableOtherCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsPayableRelatedPartiesCurrent": { "auth_ref": [ "r43", "r138", "r497", "r498", "r499" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 12.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount for accounts payable to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Related Parties, Current", "verboseLabel": "Affiliates" } } }, "localname": "AccountsPayableRelatedPartiesCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r5", "r28", "r188", "r189", "r316" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, after Allowance for Credit Loss, Current", "terseLabel": "Customer", "verboseLabel": "Accounts receivable" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableNetCurrentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Accounts Receivable, after Allowance for Credit Loss, Current [Abstract]", "verboseLabel": "Accounts receivable (less allowance for doubtful accounts)" } } }, "localname": "AccountsReceivableNetCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_AccountsReceivableRelatedPartiesCurrent": { "auth_ref": [ "r58", "r138", "r496", "r498", "r499" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of receivables arising from transactions with related parties due within one year or the normal operating cycle, if longer.", "label": "Accounts Receivable, Related Parties, Current", "terseLabel": "Affiliates" } } }, "localname": "AccountsReceivableRelatedPartiesCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccrualForEnvironmentalLossContingenciesGross": { "auth_ref": [ "r277", "r291" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Undiscounted amount of the accrual for environmental loss contingencies.", "label": "Accrual for Environmental Loss Contingencies, Gross", "terseLabel": "Accrued for remediation" } } }, "localname": "AccrualForEnvironmentalLossContingenciesGross", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedEnvironmentalLossContingenciesNoncurrent": { "auth_ref": [ "r53", "r274", "r277", "r281" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 7.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value of the obligation (known or estimated) arising from requirements to perform activities to remediate one or more sites, payable after twelve months or beyond the next operating cycle if longer.", "label": "Accrued Environmental Loss Contingencies, Noncurrent", "verboseLabel": "Nuclear decommissioning" } } }, "localname": "AccruedEnvironmentalLossContingenciesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDeferredInvestmentTaxCredit": { "auth_ref": [ "r55", "r150", "r361" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 4.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The noncurrent portion of the reserve for accumulated deferred investment tax credits as of the balance sheet date. This is the remaining investment credit, which will reduce the cost of services collected from ratepayers by a ratable portion over the investment's regulatory life.", "label": "Accumulated Deferred Investment Tax Credit", "verboseLabel": "Unamortized investment tax credit" } } }, "localname": "AccumulatedDeferredInvestmentTaxCredit", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r39", "r266" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedLabel": "Accumulated depreciation and amortization" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r81", "r83", "r84" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "verboseLabel": "Accumulated other comprehensive loss" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r80", "r84", "r85", "r401" ], "lang": { "en-US": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "Accumulated Other Comprehensive Income (Loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife": { "auth_ref": [ "r258" ], "lang": { "en-US": { "role": { "documentation": "Weighted average amortization period of finite-lived intangible assets acquired either individually or as part of a group of assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Acquired Finite-lived Intangible Assets, Weighted Average Useful Life", "verboseLabel": "Existing intangible asset weighted-average amortization life" } } }, "localname": "AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals" ], "xbrltype": "durationItemType" }, "us-gaap_AdditionalCollateralAggregateFairValue": { "auth_ref": [ "r441" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate fair value of additional assets that would be required to be posted as collateral for derivative instruments with credit-risk-related contingent features if the credit-risk-related contingent features were triggered at the end of the reporting period.", "label": "Additional Collateral, Aggregate Fair Value", "terseLabel": "Contractual obligation to post collateral in event of downgrade to below investment grade" } } }, "localname": "AdditionalCollateralAggregateFairValue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-in Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsForNewAccountingPronouncementsAxis": { "auth_ref": [ "r144" ], "lang": { "en-US": { "role": { "documentation": "Information by new accounting pronouncement.", "label": "Adjustments for New Accounting Pronouncements [Axis]", "terseLabel": "Adjustments for New Accounting Pronouncements [Axis]" } } }, "localname": "AdjustmentsForNewAccountingPronouncementsAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "verboseLabel": "Adjustments to reconcile Net Income to Net cash from operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r354", "r355", "r357" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized.", "label": "Share-based Payment Arrangement, Expense", "terseLabel": "Allocated costs" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForCreditLossesOnFinancingReceivablesTableTextBlock": { "auth_ref": [ "r194", "r233" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of allowance for credit loss on financing receivable.", "label": "Financing Receivable, Allowance for Credit Loss [Table Text Block]", "terseLabel": "Schedule of Roll-Forward of Activity for Financing Receivables Credit Loss Reserves" } } }, "localname": "AllowanceForCreditLossesOnFinancingReceivablesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent": { "auth_ref": [ "r33", "r199", "r226" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable, classified as current.", "label": "Accounts Receivable, Allowance for Credit Loss, Current", "terseLabel": "Allowance for doubtful accounts" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnauditedParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_AlternativeInvestment": { "auth_ref": [ "r450", "r466" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value of investment other than investment in equity security, investment in debt security and equity method investment. Includes, but is not limited to, investment in certain entities that calculate net asset value per share. Example includes, but is not limited to, investment in hedge fund, venture capital fund, private equity fund, and real estate partnership or fund.", "label": "Alternative Investment", "terseLabel": "Private equity and other, fair value" } } }, "localname": "AlternativeInvestment", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r159" ], "lang": { "en-US": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Antidilutive securities excluded from computation of earnings per share (in shares)" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/EarningsPerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_AssetHeldInTrustMember": { "auth_ref": [ "r507" ], "lang": { "en-US": { "role": { "documentation": "Asset held in trust.", "label": "Asset Held in Trust [Member]", "terseLabel": "Rabbi Trust" } } }, "localname": "AssetHeldInTrustMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_AssetRetirementObligationsNoncurrent": { "auth_ref": [ "r272" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 3.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Noncurrent portion of the carrying amount of a liability for an asset retirement obligation. An asset retirement obligation is a legal obligation associated with the disposal or retirement of a tangible long-lived asset that results from the acquisition, construction or development, or the normal operations of a long-lived asset, except for certain obligations of lessees.", "label": "Asset Retirement Obligations, Noncurrent", "verboseLabel": "Asset retirement obligations" } } }, "localname": "AssetRetirementObligationsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_Assets": { "auth_ref": [ "r176", "r525", "r550" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total Assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Assets [Abstract]", "netLabel": "Assets", "verboseLabel": "ASSETS" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r7", "r9", "r65" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total Current Assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Assets, Current [Abstract]", "verboseLabel": "Current Assets" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsFairValueDisclosure": { "auth_ref": [ "r451" ], "calculation": { "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails": { "order": 2.0, "parentTag": "us-gaap_FairValueNetAssetLiability", "weight": 1.0 }, "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetailsCalc2": { "order": 2.0, "parentTag": "us-gaap_FairValueNetAssetLiability", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value portion of probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Fair Value Disclosure", "totalLabel": "Total assets" } } }, "localname": "AssetsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleDebtSecuritiesAccumulatedGrossUnrealizedGainBeforeTax": { "auth_ref": [ "r213" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, of unrealized gain in accumulated other comprehensive income (AOCI) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax", "terseLabel": "Fixed income securities, unrealized gains" } } }, "localname": "AvailableForSaleDebtSecuritiesAccumulatedGrossUnrealizedGainBeforeTax", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleDebtSecuritiesAccumulatedGrossUnrealizedLossBeforeTax": { "auth_ref": [ "r214" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, of unrealized loss in accumulated other comprehensive income (AOCI) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax", "negatedTerseLabel": "Fixed income securities, unrealized losses" } } }, "localname": "AvailableForSaleDebtSecuritiesAccumulatedGrossUnrealizedLossBeforeTax", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesDebtMaturitiesAfterFiveThroughTenYearsFairValue": { "auth_ref": [ "r215", "r218", "r543" ], "calculation": { "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails": { "order": 3.0, "parentTag": "us-gaap_AvailableForSaleSecuritiesDebtSecurities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), with single maturity date and allocated without single maturity date, maturing in sixth through tenth fiscal year following latest fiscal year. Excludes interim and annual periods when interim period is reported on rolling approach, from latest statement of financial position date.", "label": "Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, after Five Through Ten Years, Fair Value", "terseLabel": "Due after five through ten years" } } }, "localname": "AvailableForSaleSecuritiesDebtMaturitiesAfterFiveThroughTenYearsFairValue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesDebtMaturitiesAfterOneThroughFiveYearsFairValue": { "auth_ref": [ "r215", "r217", "r542" ], "calculation": { "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails": { "order": 2.0, "parentTag": "us-gaap_AvailableForSaleSecuritiesDebtSecurities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), with single maturity date and allocated without single maturity date, maturing in second through fifth fiscal year following latest fiscal year. Excludes interim and annual periods when interim period is reported on rolling approach, from latest statement of financial position date.", "label": "Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, after One Through Five Years, Fair Value", "terseLabel": "Due after one through five years" } } }, "localname": "AvailableForSaleSecuritiesDebtMaturitiesAfterOneThroughFiveYearsFairValue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesDebtMaturitiesAfterTenYearsFairValue": { "auth_ref": [ "r215", "r219", "r544" ], "calculation": { "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails": { "order": 4.0, "parentTag": "us-gaap_AvailableForSaleSecuritiesDebtSecurities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value of investment in debt security, measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), with single maturity date and allocated without single maturity date, maturing after tenth fiscal year following latest fiscal year. Excludes interim and annual periods when interim period is reported on rolling approach, from latest statement of financial position date.", "label": "Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, after 10 Years, Fair Value", "terseLabel": "Due after ten years" } } }, "localname": "AvailableForSaleSecuritiesDebtMaturitiesAfterTenYearsFairValue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesDebtMaturitiesWithinOneYearFairValue": { "auth_ref": [ "r215", "r216", "r541" ], "calculation": { "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails": { "order": 1.0, "parentTag": "us-gaap_AvailableForSaleSecuritiesDebtSecurities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), maturing in next fiscal year following latest fiscal year. Excludes interim and annual periods when interim period is reported on rolling approach, from latest statement of financial position date.", "label": "Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, within One Year, Fair Value", "terseLabel": "Due within one year" } } }, "localname": "AvailableForSaleSecuritiesDebtMaturitiesWithinOneYearFairValue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesDebtSecurities": { "auth_ref": [ "r208", "r212", "r244" ], "calculation": { "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-sale", "totalLabel": "Available-for-sale securities total" } } }, "localname": "AvailableForSaleSecuritiesDebtSecurities", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesDebtSecuritiesNoncurrent": { "auth_ref": [ "r210", "r244" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), classified as noncurrent.", "label": "Debt Securities, Available-for-sale, Noncurrent", "terseLabel": "Fixed income securities, fair value" } } }, "localname": "AvailableForSaleSecuritiesDebtSecuritiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BalanceSheetLocationAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by location on balance sheet (statement of financial position).", "label": "Balance Sheet Location [Axis]", "terseLabel": "Balance Sheet Location [Axis]" } } }, "localname": "BalanceSheetLocationAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationDomain": { "auth_ref": [ "r424", "r429" ], "lang": { "en-US": { "role": { "documentation": "Location in the balance sheet (statement of financial position).", "label": "Balance Sheet Location [Domain]", "terseLabel": "Balance Sheet Location [Domain]" } } }, "localname": "BalanceSheetLocationDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Basis of Accounting, Policy [Policy Text Block]", "terseLabel": "Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessAcquisitionAcquireeDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree.", "label": "Business Acquisition, Acquiree [Domain]", "terseLabel": "Business Acquisition, Acquiree [Domain]" } } }, "localname": "BusinessAcquisitionAcquireeDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAxis": { "auth_ref": [ "r377", "r378" ], "lang": { "en-US": { "role": { "documentation": "Information by business combination or series of individually immaterial business combinations.", "label": "Business Acquisition [Axis]", "terseLabel": "Business Acquisition [Axis]" } } }, "localname": "BusinessAcquisitionAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionCostOfAcquiredEntityTransactionCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of direct costs of the business combination including legal, accounting, and other costs incurred to consummate the business acquisition.", "label": "Business Acquisition, Transaction Costs", "terseLabel": "Direct transaction costs incurred" } } }, "localname": "BusinessAcquisitionCostOfAcquiredEntityTransactionCosts", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Business Acquisition [Line Items]", "terseLabel": "Business Acquisition [Line Items]" } } }, "localname": "BusinessAcquisitionLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionPercentageOfVotingInterestsAcquired": { "auth_ref": [ "r375" ], "lang": { "en-US": { "role": { "documentation": "Percentage of voting equity interests acquired at the acquisition date in the business combination.", "label": "Business Acquisition, Percentage of Voting Interests Acquired", "terseLabel": "Percent of assets acquired", "verboseLabel": "Percent of assets acquired" } } }, "localname": "BusinessAcquisitionPercentageOfVotingInterestsAcquired", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals" ], "xbrltype": "percentItemType" }, "us-gaap_BusinessCombinationConsiderationTransferred1": { "auth_ref": [ "r385", "r386", "r388" ], "calculation": { "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer.", "label": "Business Combination, Consideration Transferred", "totalLabel": "Total consideration provided for acquired entity" } } }, "localname": "BusinessCombinationConsiderationTransferred1", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationConsiderationTransferredLiabilitiesIncurred": { "auth_ref": [ "r383", "r385", "r386", "r390" ], "calculation": { "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationConsiderationTransferred1", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liabilities incurred by the acquirer as part of consideration transferred in a business combination.", "label": "Business Combination, Consideration Transferred, Liabilities Incurred", "terseLabel": "Contingent consideration to be paid upon completion" } } }, "localname": "BusinessCombinationConsiderationTransferredLiabilitiesIncurred", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationArrangementsRangeOfOutcomesValueHigh": { "auth_ref": [ "r391" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "For contingent consideration arrangements recognized in connection with a business combination, this element represents an estimate of the high-end of the potential range (undiscounted) of the consideration which may be paid.", "label": "Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High", "terseLabel": "Contingent payment, high end of range" } } }, "localname": "BusinessCombinationContingentConsiderationArrangementsRangeOfOutcomesValueHigh", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationArrangementsRangeOfOutcomesValueLow": { "auth_ref": [ "r391" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "For contingent consideration arrangements and indemnification assets recognized in connection with a business combination, this element represents an estimate of the low-end of the potential range (undiscounted) of the consideration which may be paid.", "label": "Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low", "terseLabel": "Contingent payment, low end of range" } } }, "localname": "BusinessCombinationContingentConsiderationArrangementsRangeOfOutcomesValueLow", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationLiabilityCurrent": { "auth_ref": [ "r384", "r387" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 9.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liability recognized arising from contingent consideration in a business combination, expected to be settled within one year or the normal operating cycle, if longer.", "label": "Business Combination, Contingent Consideration, Liability, Current", "terseLabel": "Acquisition related deferred payment", "verboseLabel": "Liability for contingent consideration payment and related accretion expense" } } }, "localname": "BusinessCombinationContingentConsiderationLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationDisclosureTextBlock": { "auth_ref": [ "r392" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).", "label": "Business Combination Disclosure [Text Block]", "verboseLabel": "Acquisitions" } } }, "localname": "BusinessCombinationDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/Acquisitions" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]", "terseLabel": "Assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents": { "auth_ref": [ "r380" ], "calculation": { "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails": { "order": 1.0, "parentTag": "dte_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssetsAcquiredIncludingGoodwill", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents", "terseLabel": "Cash" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedContingentLiability": { "auth_ref": [ "r379", "r380" ], "calculation": { "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails": { "order": 4.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount of liability arising from an inherited contingency (as defined) which has been recognized as of the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability", "terseLabel": "Acquisition related deferred payment" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedContingentLiability", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsOther": { "auth_ref": [ "r380" ], "calculation": { "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails": { "order": 6.0, "parentTag": "dte_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssetsAcquiredIncludingGoodwill", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of other assets expected to be realized or consumed before one year or the normal operating cycle, if longer, acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other", "terseLabel": "Other current assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsOther", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsReceivables": { "auth_ref": [ "r380" ], "calculation": { "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails": { "order": 2.0, "parentTag": "dte_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssetsAcquiredIncludingGoodwill", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount due from customers or clients for goods or services, including trade receivables, that have been delivered or sold in the normal course of business, and amounts due from others, including related parties expected to be converted to cash, sold or exchanged within one year or the normal operating cycle, if longer, acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables", "terseLabel": "Accounts receivable" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsReceivables", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesAccountsPayable": { "auth_ref": [ "r380" ], "calculation": { "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liabilities incurred for goods and services received that are used in an entity's business and related party payables, assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable", "terseLabel": "Accounts payable" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesAccountsPayable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesOther": { "auth_ref": [ "r380" ], "calculation": { "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of other liabilities due within one year or within the normal operating cycle, if longer, assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other", "terseLabel": "Other current liabilities" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesOther", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles": { "auth_ref": [ "r379", "r380" ], "calculation": { "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails": { "order": 5.0, "parentTag": "dte_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssetsAcquiredIncludingGoodwill", "weight": 1.0 }, "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The amount of identifiable intangible assets recognized as of the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles", "netLabel": "Intangible assets recorded as a result of acquisition", "terseLabel": "Contract intangibles", "verboseLabel": "Customer relationship intangibles" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities": { "auth_ref": [ "r380" ], "calculation": { "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liabilities assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]", "terseLabel": "Liabilities" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet": { "auth_ref": [ "r379", "r380" ], "calculation": { "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount recognized as of the acquisition date for the identifiable assets acquired in excess of (less than) the aggregate liabilities assumed.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net", "totalLabel": "Total" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment": { "auth_ref": [ "r379", "r380" ], "calculation": { "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails": { "order": 3.0, "parentTag": "dte_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssetsAcquiredIncludingGoodwill", "weight": 1.0 }, "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The amount of property, plant, and equipment recognized as of the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment", "terseLabel": "Property, plant, and equipment, net" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet": { "auth_ref": [ "r380" ], "calculation": { "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount recognized for assets, including goodwill, in excess of (less than) the aggregate liabilities assumed.", "label": "Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net", "totalLabel": "Total cash consideration" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationSeparatelyRecognizedTransactionsAdditionalDisclosuresIssuanceCostsNotExpensed": { "auth_ref": [ "r376" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "For transactions that are recognized separately from the acquisition of assets and assumptions of liabilities in the business combination, such as related to pre-existing relationships with the acquiree, this element represents the disclosure of the amount of any issuance related costs which have not been expensed.", "label": "Business Combination, Separately Recognized Transactions, Additional Disclosures, Issuance Costs Not Expensed", "terseLabel": "Issuance costs related to acquisition financing" } } }, "localname": "BusinessCombinationSeparatelyRecognizedTransactionsAdditionalDisclosuresIssuanceCostsNotExpensed", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Business Combinations [Abstract]" } } }, "localname": "BusinessCombinationsAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_CapitalExpendituresIncurredButNotYetPaid": { "auth_ref": [ "r129", "r130", "r131" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Future cash outflow to pay for purchases of fixed assets that have occurred.", "label": "Capital Expenditures Incurred but Not yet Paid", "terseLabel": "Plant and equipment expenditures in accounts payable" } } }, "localname": "CapitalExpendituresIncurredButNotYetPaid", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_CarryingReportedAmountFairValueDisclosureMember": { "auth_ref": [ "r471", "r472" ], "lang": { "en-US": { "role": { "documentation": "Measured as reported on the statement of financial position (balance sheet).", "label": "Reported Value Measurement [Member]", "terseLabel": "Carrying amount" } } }, "localname": "CarryingReportedAmountFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r3", "r35", "r127" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsFairValueDisclosure": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails": { "order": 1.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value portion of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents, Fair Value Disclosure", "terseLabel": "Cash equivalents, fair value", "verboseLabel": "Cash equivalents" } } }, "localname": "CashAndCashEquivalentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents [Member]", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy": { "auth_ref": [ "r14", "r128", "r133", "r523" ], "lang": { "en-US": { "role": { "documentation": "Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits.", "label": "Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash, Cash Equivalents, and Restricted Cash" } } }, "localname": "CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r122", "r127", "r132" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "periodEndLabel": "Cash, Cash Equivalents, and Restricted Cash at End of Period", "periodStartLabel": "Cash, Cash Equivalents, and Restricted Cash at Beginning of Period" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r122", "r475" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashEquivalentsMember": { "auth_ref": [ "r14" ], "lang": { "en-US": { "role": { "documentation": "Short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash Equivalents [Member]", "terseLabel": "Cash equivalents" } } }, "localname": "CashEquivalentsMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]", "terseLabel": "Supplemental disclosure of non-cash investing and financing activities" } } }, "localname": "CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "domainItemType" }, "us-gaap_CollateralAlreadyPostedAggregateFairValue": { "auth_ref": [ "r440" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate fair value of assets that are already posted, at the end of the reporting period, as collateral for derivative instruments with credit-risk-related contingent features.", "label": "Collateral Already Posted, Aggregate Fair Value", "terseLabel": "Collateral already posted fair value" } } }, "localname": "CollateralAlreadyPostedAggregateFairValue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommercialPaperMember": { "auth_ref": [ "r300" ], "lang": { "en-US": { "role": { "documentation": "Unsecured promissory note (generally negotiable) that provides institutions with short-term funds.", "label": "Commercial Paper [Member]", "terseLabel": "Commercial paper issuances" } } }, "localname": "CommercialPaperMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r54", "r281", "r534", "r557" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Commitments and Contingencies (Notes 6 and 13)" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r280", "r292" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "verboseLabel": "Commitments and Contingencies" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonStockDividendsPerShareDeclared": { "auth_ref": [ "r309" ], "lang": { "en-US": { "role": { "documentation": "Aggregate dividends declared during the period for each share of common stock outstanding.", "label": "Common Stock, Dividends, Per Share, Declared", "terseLabel": "Dividends declared on common stock (in dollars per share)" } } }, "localname": "CommonStockDividendsPerShareDeclared", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnauditedParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock", "verboseLabel": "Common stock, without par value" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r27" ], "lang": { "en-US": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Par value (in dollars per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnauditedParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r27" ], "lang": { "en-US": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common stock, shares authorized (in shares)" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnauditedParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r27" ], "lang": { "en-US": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common stock, shares issued (in shares)" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnauditedParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r27", "r304" ], "lang": { "en-US": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "periodEndLabel": "Ending Balance (in shares)", "periodStartLabel": "Beginning Balance (in shares)", "terseLabel": "Common stock, shares outstanding (in shares)" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnauditedParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r27" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "verboseLabel": "Common stock" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r88", "r90", "r91" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "Comprehensive Income Attributable to DTE Energy Company/DTE Electric Company" } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest": { "auth_ref": [ "r88", "r90", "r396", "r397", "r415" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest", "terseLabel": "Less: Comprehensive income attributable to noncontrolling interests" } } }, "localname": "ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r88", "r90", "r395", "r415" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest", "totalLabel": "Comprehensive income" } } }, "localname": "ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomePolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for comprehensive income.", "label": "Comprehensive Income, Policy [Policy Text Block]", "terseLabel": "Changes in Accumulated Other Comprehensive Income (Loss)" } } }, "localname": "ComprehensiveIncomePolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "auth_ref": [ "r165", "r167", "r473", "r474" ], "lang": { "en-US": { "role": { "documentation": "The denominator in a calculation of a disclosed concentration risk percentage.", "label": "Concentration Risk Benchmark [Domain]", "terseLabel": "Concentration Risk Benchmark [Domain]" } } }, "localname": "ConcentrationRiskBenchmarkDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "auth_ref": [ "r165", "r167", "r473", "r474", "r566" ], "lang": { "en-US": { "role": { "documentation": "Information by benchmark of concentration risk.", "label": "Concentration Risk Benchmark [Axis]", "terseLabel": "Concentration Risk Benchmark [Axis]" } } }, "localname": "ConcentrationRiskByBenchmarkAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskByTypeAxis": { "auth_ref": [ "r165", "r167", "r473", "r474", "r566" ], "lang": { "en-US": { "role": { "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender.", "label": "Concentration Risk Type [Axis]", "terseLabel": "Concentration Risk Type [Axis]" } } }, "localname": "ConcentrationRiskByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskTypeDomain": { "auth_ref": [ "r165", "r167", "r473", "r474" ], "lang": { "en-US": { "role": { "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration.", "label": "Concentration Risk Type [Domain]", "terseLabel": "Concentration Risk Type [Domain]" } } }, "localname": "ConcentrationRiskTypeDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_ConsolidationVariableInterestEntityPolicy": { "auth_ref": [ "r133", "r402", "r404", "r407" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for consolidation to describe the significant judgments and assumptions made in determining whether a variable interest held by the entity requires the variable interest entity to be consolidated and (or) disclose information about its involvement with the variable interest entity; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; and the significant factors considered and judgments made in determining that the power to direct the activities that significantly impact the economic performance of the variable interest entity are shared (as defined).", "label": "Consolidation, Variable Interest Entity, Policy [Policy Text Block]", "terseLabel": "Principles of Consolidation" } } }, "localname": "ConsolidationVariableInterestEntityPolicy", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ContractWithCustomerAssetAndLiabilityTableTextBlock": { "auth_ref": [ "r312" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of contract balances and changes in contract balances.", "label": "Contract with Customer, Asset and Liability [Table Text Block]", "terseLabel": "Summary of Deferred Revenue Activity" } } }, "localname": "ContractWithCustomerAssetAndLiabilityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ContractWithCustomerBasisOfPricingAxis": { "auth_ref": [ "r320" ], "lang": { "en-US": { "role": { "documentation": "Information by basis of pricing for contract representing right to consideration in exchange for good or service transferred to customer.", "label": "Contract with Customer, Basis of Pricing [Axis]", "terseLabel": "Contract with Customer, Basis of Pricing [Axis]" } } }, "localname": "ContractWithCustomerBasisOfPricingAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueExpectedTimingOfPerformanceObligationSatisfactionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ContractWithCustomerBasisOfPricingDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Basis of pricing for contract with customer. Includes, but is not limited to, fixed-price and time-and-materials contracts.", "label": "Contract with Customer, Basis of Pricing [Domain]", "terseLabel": "Contract with Customer, Basis of Pricing [Domain]" } } }, "localname": "ContractWithCustomerBasisOfPricingDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueExpectedTimingOfPerformanceObligationSatisfactionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ContractWithCustomerLiability": { "auth_ref": [ "r310", "r311", "r316" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable.", "label": "Contract with Customer, Liability", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance" } } }, "localname": "ContractWithCustomerLiability", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityRevenueRecognized": { "auth_ref": [ "r317" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due.", "label": "Contract with Customer, Liability, Revenue Recognized", "negatedTerseLabel": "Revenue recognized that was included in the deferred revenue balance at the beginning of the period" } } }, "localname": "ContractWithCustomerLiabilityRevenueRecognized", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerSalesChannelAxis": { "auth_ref": [ "r321" ], "lang": { "en-US": { "role": { "documentation": "Information by sales channel for delivery of good or service in contract with customer.", "label": "Contract with Customer, Sales Channel [Axis]", "terseLabel": "Contract with Customer, Sales Channel [Axis]" } } }, "localname": "ContractWithCustomerSalesChannelAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ContractWithCustomerSalesChannelDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Sales channel for delivery of good or service in contract with customer. Includes, but is not limited to, directly to consumer and through intermediary.", "label": "Contract with Customer, Sales Channel [Domain]", "terseLabel": "Contract with Customer, Sales Channel [Domain]" } } }, "localname": "ContractWithCustomerSalesChannelDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CorporateAndOtherMember": { "auth_ref": [ "r168" ], "lang": { "en-US": { "role": { "documentation": "Component of an entity that provides financial and operational oversight and administrative support for other segments and other segments not separately reported due to size or nature of business activities. Excludes intersegment elimination and reconciling items.", "label": "Corporate and Other [Member]", "terseLabel": "Corporate and Other" } } }, "localname": "CorporateAndOtherMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataNetIncomeLossAttributableToDteEnergyBySegmentDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CostsAndExpenses": { "auth_ref": [ "r100" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 3.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Total costs of sales and operating expenses for the period.", "label": "Costs and Expenses", "totalLabel": "Operating Expenses" } } }, "localname": "CostsAndExpenses", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]", "terseLabel": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]", "terseLabel": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of increase (decrease) to equity or (increase) decrease to net assets, resulting from the cumulative effect adjustment of a new accounting principle applied in the period of adoption.", "label": "Cumulative Effect of New Accounting Principle in Period of Adoption", "terseLabel": "Implementation of ASU 2018-02", "verboseLabel": "Reclassification of income tax effects" } } }, "localname": "CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerContractsMember": { "auth_ref": [ "r382" ], "lang": { "en-US": { "role": { "documentation": "Entity's established relationships with its customers through contracts.", "label": "Customer Contracts [Member]", "terseLabel": "Contract intangibles" } } }, "localname": "CustomerContractsMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CustomerRelationshipsMember": { "auth_ref": [ "r382" ], "lang": { "en-US": { "role": { "documentation": "Customer relationship that exists between an entity and its customer, for example, but not limited to, tenant relationships.", "label": "Customer Relationships [Member]", "terseLabel": "Customer relationships" } } }, "localname": "CustomerRelationshipsMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r20", "r22", "r23", "r526", "r528", "r547" ], "lang": { "en-US": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/LongTermDebtScheduleOfDebtRedeemedDetails", "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentCarryingAmount": { "auth_ref": [ "r23", "r302", "r528", "r547" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.", "label": "Long-term Debt, Gross", "terseLabel": "Amount drawn" } } }, "localname": "DebtInstrumentCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r479", "r481" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "terseLabel": "Debt issued", "verboseLabel": "Face amount of loan" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r51" ], "lang": { "en-US": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "verboseLabel": "Interest rate" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/LongTermDebtScheduleOfDebtRedeemedDetails", "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]", "terseLabel": "Debt Instrument [Line Items]" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r52" ], "lang": { "en-US": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/LongTermDebtScheduleOfDebtRedeemedDetails", "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument, Redemption [Line Items]", "terseLabel": "Debt Instrument, Redemption [Line Items]" } } }, "localname": "DebtInstrumentRedemptionLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtScheduleOfDebtRedeemedDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentRedemptionTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about debt instruments or arrangements with redemption features. Includes, but is not limited to, description of debt redemption features, percentage price at which debt can be redeemed by the issuer, and period start and end for debt maturity or redemption.", "label": "Debt Instrument Redemption [Table]", "terseLabel": "Debt Instrument Redemption [Table]" } } }, "localname": "DebtInstrumentRedemptionTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtScheduleOfDebtRedeemedDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentRedemptionTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of debt instruments or arrangements with redemption features. Includes, but is not limited to, description of debt redemption features, percentage price at which debt can be redeemed by the issuer, and period start and end for debt maturity or redemption.", "label": "Debt Instrument Redemption [Table Text Block]", "terseLabel": "Schedule of Debt Redeemed" } } }, "localname": "DebtInstrumentRedemptionTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r52", "r136", "r305", "r306", "r307", "r308", "r478", "r479", "r481", "r545" ], "lang": { "en-US": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-term Debt Instruments [Table]", "terseLabel": "Schedule of Long-term Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleRealizedGain": { "auth_ref": [ "r220" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of realized gain on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-sale, Realized Gain", "terseLabel": "Realized gains" } } }, "localname": "DebtSecuritiesAvailableForSaleRealizedGain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueGainsAndLossesAndProceedsFromSaleOfSecuritiesByNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleRealizedLoss": { "auth_ref": [ "r220" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of realized loss on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-sale, Realized Loss", "negatedTerseLabel": "Realized losses" } } }, "localname": "DebtSecuritiesAvailableForSaleRealizedLoss", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueGainsAndLossesAndProceedsFromSaleOfSecuritiesByNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleTable": { "auth_ref": [ "r221" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-sale [Table]", "terseLabel": "Debt Securities, Available-for-sale [Table]" } } }, "localname": "DebtSecuritiesAvailableForSaleTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails", "http://www.dteenergy.com/role/FairValueGainsAndLossesAndProceedsFromSaleOfSecuritiesByNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DecommissioningFundInvestments": { "auth_ref": [ "r36" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 1.0, "parentTag": "us-gaap_LongTermInvestments", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Decommission fund to pay for the costs of decontaminating and decommissioning of facilities through collection of revenues derived from utility assessments and government appropriations. Decommission fund investment for the process whereby a power station, at the end of its economic life, is taken permanently out of service and its site made available for other purposes. In the case of a nuclear station this comprises three different states of clearance. Immediately after the final closure, radioactive material such as nuclear fuel and operational waste is removed and the buildings surrounding the reactor shield are dismantled and finally the reactor itself is dismantled.", "label": "Decommissioning Fund Investments", "verboseLabel": "Nuclear decommissioning trust funds" } } }, "localname": "DecommissioningFundInvestments", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DecommissioningTrustAssetsAmount": { "auth_ref": [ "r271" ], "calculation": { "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails": { "order": 2.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The fair value of investments held in a trust fund to pay for the costs of decontaminating and decommissioning facilities, whether such amount is presented as a separate caption or as a parenthetical disclosure on the balance sheet. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements.", "label": "Decommissioning Fund Investments, Fair Value", "terseLabel": "Nuclear decommissioning trusts", "verboseLabel": "Fair Value" } } }, "localname": "DecommissioningTrustAssetsAmount", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilitiesNet": { "auth_ref": [ "r363", "r369" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 1.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences with jurisdictional netting.", "label": "Deferred Income Tax Liabilities, Net", "terseLabel": "Deferred income taxes" } } }, "localname": "DeferredIncomeTaxLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxesAndTaxCredits": { "auth_ref": [ "r126" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred income tax expense (benefit) and income tax credits.", "label": "Deferred Income Taxes and Tax Credits", "terseLabel": "Deferred income taxes" } } }, "localname": "DeferredIncomeTaxesAndTaxCredits", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPensionPlanLiabilitiesNoncurrent": { "auth_ref": [ "r24", "r325", "r326", "r330" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 6.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liability, recognized in statement of financial position, for defined benefit pension plan, classified as noncurrent. Excludes other postretirement benefit plan.", "label": "Liability, Defined Benefit Pension Plan, Noncurrent", "verboseLabel": "Accrued pension liability" } } }, "localname": "DefinedBenefitPensionPlanLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPensionPlansAndDefinedBenefitPostretirementPlansDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Defined Benefit Plan [Abstract]" } } }, "localname": "DefinedBenefitPensionPlansAndDefinedBenefitPostretirementPlansDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanAmortizationOfGainsLosses": { "auth_ref": [ "r337", "r348", "r351" ], "calculation": { "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails": { "order": 4.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of gain (loss) recognized in net periodic benefit (cost) credit of defined benefit plan.", "label": "Defined Benefit Plan, Amortization of Gain (Loss)", "negatedTerseLabel": "Amortization of net actuarial loss" } } }, "localname": "DefinedBenefitPlanAmortizationOfGainsLosses", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAmortizationOfPriorServiceCostCredit": { "auth_ref": [ "r338", "r349", "r351" ], "calculation": { "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails": { "order": 5.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of prior service cost (credit) recognized in net periodic benefit cost (credit) of defined benefit plan.", "label": "Defined Benefit Plan, Amortization of Prior Service Cost (Credit)", "terseLabel": "Amortization of prior service credit" } } }, "localname": "DefinedBenefitPlanAmortizationOfPriorServiceCostCredit", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanDisclosureLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Defined Benefit Plan Disclosure [Line Items]", "terseLabel": "Defined Benefit Plan Disclosure [Line Items]" } } }, "localname": "DefinedBenefitPlanDisclosureLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails", "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanExpectedFutureEmployerContributionsRemainderOfFiscalYear": { "auth_ref": [ "r350" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of contributions expected to be received by defined benefit plan from employer in fiscal year. Excludes contributions paid by employer in current fiscal year.", "label": "Defined Benefit Plan, Expected Future Employer Contributions, Remainder of Fiscal Year", "terseLabel": "Anticipated contributions, remainder of fiscal year (up to)" } } }, "localname": "DefinedBenefitPlanExpectedFutureEmployerContributionsRemainderOfFiscalYear", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanExpectedReturnOnPlanAssets": { "auth_ref": [ "r336", "r347", "r351" ], "calculation": { "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails": { "order": 3.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of expected return (loss) recognized in net periodic benefit (cost) credit, calculated based on expected long-term rate of return and market-related value of plan assets of defined benefit plan.", "label": "Defined Benefit Plan, Expected Return (Loss) on Plan Assets", "negatedTerseLabel": "Expected return on plan assets" } } }, "localname": "DefinedBenefitPlanExpectedReturnOnPlanAssets", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanInterestCost": { "auth_ref": [ "r329", "r335", "r346", "r351" ], "calculation": { "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cost recognized for passage of time related to defined benefit plan.", "label": "Defined Benefit Plan, Interest Cost", "terseLabel": "Interest cost" } } }, "localname": "DefinedBenefitPlanInterestCost", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost": { "auth_ref": [ "r333", "r344", "r351" ], "calculation": { "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of net periodic benefit cost (credit) for defined benefit plan.", "label": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit)", "totalLabel": "Net periodic benefit cost (credit)" } } }, "localname": "DefinedBenefitPlanNetPeriodicBenefitCost", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanServiceCost": { "auth_ref": [ "r328", "r334", "r345", "r351" ], "calculation": { "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cost for actuarial present value of benefits attributed to service rendered by employee for defined benefit plan.", "label": "Defined Benefit Plan, Service Cost", "terseLabel": "Service cost" } } }, "localname": "DefinedBenefitPlanServiceCost", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlansAndOtherPostretirementBenefitPlansDisclosuresTable": { "auth_ref": [ "r340", "r341", "r342", "r343", "r351" ], "lang": { "en-US": { "role": { "documentation": "Disclosures and provisions pertaining to defined benefit pension plans or other postretirement defined benefit plans. The arrangements are generally based on terms and conditions stipulated by the entity, and which contain a promise by the employer to pay certain amounts or awards at designated future dates, including a period after retirement, upon compliance with stipulated requirements. Excludes disclosures pertaining to defined contribution plans.", "label": "Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Table]", "terseLabel": "Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Table]" } } }, "localname": "DefinedBenefitPlansAndOtherPostretirementBenefitPlansDisclosuresTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r125", "r173" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.", "label": "Depreciation, Depletion and Amortization", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeAssetCollateralObligationToReturnCashOffset": { "auth_ref": [ "r67", "r417" ], "calculation": { "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails": { "order": 3.0, "parentTag": "us-gaap_DerivativeAssetsNoncurrent", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of obligation to return cash collateral under master netting arrangements offset against derivative assets.", "label": "Derivative Asset, Collateral, Obligation to Return Cash, Offset", "negatedLabel": "Collateral adjustment" } } }, "localname": "DerivativeAssetCollateralObligationToReturnCashOffset", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeAssetFairValueGrossLiability": { "auth_ref": [ "r67", "r76", "r427" ], "calculation": { "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails": { "order": 2.0, "parentTag": "us-gaap_DerivativeAssetsNoncurrent", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value of liability associated with financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset.", "label": "Derivative Asset, Fair Value, Gross Liability", "negatedTerseLabel": "Counterparty netting" } } }, "localname": "DerivativeAssetFairValueGrossLiability", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeAssetFairValueGrossLiabilityAndObligationToReturnCashOffset": { "auth_ref": [ "r67", "r76", "r417" ], "calculation": { "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails": { "order": 2.0, "parentTag": "us-gaap_DerivativeAssets", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value of liability associated with financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, and obligation to return cash collateral under master netting arrangements.", "label": "Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset", "negatedLabel": "Gross Amounts Offset in the Consolidated Statements of Financial Position", "negatedTerseLabel": "Derivative asset, netting" } } }, "localname": "DerivativeAssetFairValueGrossLiabilityAndObligationToReturnCashOffset", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeAssetLiabilityNetMeasurementInput": { "auth_ref": [ "r456" ], "lang": { "en-US": { "role": { "documentation": "Value of input used to measure net derivative asset (liability).", "label": "Derivative Asset (Liability) Net, Measurement Input", "terseLabel": "Forward basis price" } } }, "localname": "DerivativeAssetLiabilityNetMeasurementInput", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "decimalItemType" }, "us-gaap_DerivativeAssets": { "auth_ref": [ "r68", "r72", "r470" ], "calculation": { "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Asset", "totalLabel": "Derivative assets, net" } } }, "localname": "DerivativeAssets", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeAssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Derivative Asset [Abstract]", "terseLabel": "Derivative Assets", "verboseLabel": "Derivative assets" } } }, "localname": "DerivativeAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeAssetsCurrent": { "auth_ref": [ "r68" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 11.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Asset, Current", "totalLabel": "Derivative assets, current", "verboseLabel": "Derivative assets" } } }, "localname": "DerivativeAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeAssetsNoncurrent": { "auth_ref": [ "r68" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 5.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 }, "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled after one year or the normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Asset, Noncurrent", "totalLabel": "Derivative assets, noncurrent", "verboseLabel": "Derivative assets" } } }, "localname": "DerivativeAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeCollateralObligationToReturnCash": { "auth_ref": [ "r69", "r73", "r445" ], "calculation": { "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNetCashCollateralOffsettingArrangementsDetails": { "order": 2.0, "parentTag": "dte_CashCollateralPostedReceivedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of obligation to return cash collateral under master netting arrangements that have not been offset against derivative assets.", "label": "Derivative, Collateral, Obligation to Return Cash", "negatedTerseLabel": "Cash collateral recorded in Accounts payable" } } }, "localname": "DerivativeCollateralObligationToReturnCash", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNetCashCollateralOffsettingArrangementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeCollateralRightToReclaimCash": { "auth_ref": [ "r69", "r73", "r445" ], "calculation": { "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNetCashCollateralOffsettingArrangementsDetails": { "order": 1.0, "parentTag": "dte_CashCollateralPostedReceivedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of right to receive cash collateral under master netting arrangements that have not been offset against derivative liabilities.", "label": "Derivative, Collateral, Right to Reclaim Cash", "terseLabel": "Cash collateral recorded in Accounts receivable" } } }, "localname": "DerivativeCollateralRightToReclaimCash", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNetCashCollateralOffsettingArrangementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeContractTypeDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Financial instrument or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset.", "label": "Derivative Contract [Domain]", "terseLabel": "Derivative Contract [Domain]" } } }, "localname": "DerivativeContractTypeDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsCumulativeGrossVolumeOfDerivativeContractsOutstandingDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsEffectOfDerivativesNotDesignatedAsHedgingInstrumentsOnConsolidatedStatementOfOperationsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DerivativeFairValueOfDerivativeAsset": { "auth_ref": [ "r66", "r75", "r427", "r506" ], "calculation": { "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails": { "order": 4.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 }, "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails": { "order": 1.0, "parentTag": "us-gaap_DerivativeAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value, before effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets elected not to be offset. Excludes assets not subject to a master netting arrangement.", "label": "Derivative Asset, Fair Value, Gross Asset", "netLabel": "Derivative assets, gross", "terseLabel": "Gross Amounts of Recognized Assets (Liabilities)", "verboseLabel": "Derivative Assets" } } }, "localname": "DerivativeFairValueOfDerivativeAsset", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeFairValueOfDerivativeLiability": { "auth_ref": [ "r66", "r75", "r427", "r506" ], "calculation": { "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails": { "order": 1.0, "parentTag": "us-gaap_DerivativeLiabilities", "weight": 1.0 }, "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails": { "order": 1.0, "parentTag": "us-gaap_DerivativeLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value, before effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities elected not to be offset. Excludes liabilities not subject to a master netting arrangement.", "label": "Derivative Liability, Fair Value, Gross Liability", "negatedLabel": "Derivative Liabilities", "negatedNetLabel": "Gross Amounts of Recognized Assets (Liabilities)", "negatedTerseLabel": "Derivative liabilities, gross" } } }, "localname": "DerivativeFairValueOfDerivativeLiability", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeGainLossOnDerivativeNet": { "auth_ref": [ "r426" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in the fair value of derivatives recognized in the income statement.", "label": "Derivative, Gain (Loss) on Derivative, Net", "terseLabel": "Gain (loss) on derivative outside scope of Topic 606" } } }, "localname": "DerivativeGainLossOnDerivativeNet", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeInstrumentRiskAxis": { "auth_ref": [ "r425", "r428", "r432", "r437" ], "lang": { "en-US": { "role": { "documentation": "Information by type of derivative contract.", "label": "Derivative Instrument [Axis]", "terseLabel": "Derivative Instrument [Axis]" } } }, "localname": "DerivativeInstrumentRiskAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsCumulativeGrossVolumeOfDerivativeContractsOutstandingDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsEffectOfDerivativesNotDesignatedAsHedgingInstrumentsOnConsolidatedStatementOfOperationsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Derivative Instruments and Hedging Activities Disclosure [Abstract]" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock": { "auth_ref": [ "r449" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.", "label": "Derivative Instruments and Hedging Activities Disclosure [Text Block]", "verboseLabel": "Financial and Other Derivative Instruments" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstruments" ], "xbrltype": "textBlockItemType" }, "us-gaap_DerivativeInstrumentsGainLossByHedgingRelationshipByIncomeStatementLocationByDerivativeInstrumentRiskTable": { "auth_ref": [ "r422", "r425", "r432", "r437", "r438", "r447", "r448" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about the location and amount of derivative instruments and nonderivative instruments designated as hedging instruments reported before netting adjustments, and the amount of gain (loss) on derivative instruments and nonderivative instruments designated and qualified as hedging instruments.", "label": "Derivative Instruments, Gain (Loss) [Table]", "terseLabel": "Derivative Instruments, Gain (Loss) by Hedging Relationship, by Income Statement Location, by Derivative Instrument Risk [Table]" } } }, "localname": "DerivativeInstrumentsGainLossByHedgingRelationshipByIncomeStatementLocationByDerivativeInstrumentRiskTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsEffectOfDerivativesNotDesignatedAsHedgingInstrumentsOnConsolidatedStatementOfOperationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsGainLossLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Derivative Instruments, Gain (Loss) [Line Items]", "terseLabel": "Derivative Instruments, Gain (Loss) [Line Items]" } } }, "localname": "DerivativeInstrumentsGainLossLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsEffectOfDerivativesNotDesignatedAsHedgingInstrumentsOnConsolidatedStatementOfOperationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsGainLossNet": { "auth_ref": [ "r431", "r433" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of realized and unrealized gain (loss) of derivative instruments not designated or qualifying as hedging instruments.", "label": "Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net", "terseLabel": "Gain (Loss) Recognized in Income on Derivatives" } } }, "localname": "DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsGainLossNet", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsEffectOfDerivativesNotDesignatedAsHedgingInstrumentsOnConsolidatedStatementOfOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilities": { "auth_ref": [ "r68", "r72", "r470" ], "calculation": { "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetailsCalc2": { "order": 1.0, "parentTag": "us-gaap_FairValueNetAssetLiability", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Liability", "negatedTotalLabel": "Derivative liabilities, net" } } }, "localname": "DerivativeLiabilities", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Derivative Liability [Abstract]", "terseLabel": "Derivative Liabilities", "verboseLabel": "Derivative liabilities" } } }, "localname": "DerivativeLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeLiabilitiesCurrent": { "auth_ref": [ "r68" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Liability, Current", "negatedTotalLabel": "Derivative liabilities, current", "terseLabel": "Derivative liabilities" } } }, "localname": "DerivativeLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilitiesNoncurrent": { "auth_ref": [ "r68" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 5.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 }, "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled after one year or the normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Liability, Noncurrent", "negatedTotalLabel": "Derivative liabilities, noncurrent", "verboseLabel": "Derivative liabilities" } } }, "localname": "DerivativeLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilityCollateralRightToReclaimCashOffset": { "auth_ref": [ "r67", "r417" ], "calculation": { "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails": { "order": 3.0, "parentTag": "us-gaap_DerivativeLiabilitiesCurrent", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of right to receive cash collateral under master netting arrangements offset against derivative liabilities.", "label": "Derivative Liability, Collateral, Right to Reclaim Cash, Offset", "terseLabel": "Collateral adjustment" } } }, "localname": "DerivativeLiabilityCollateralRightToReclaimCashOffset", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilityFairValueGrossAsset": { "auth_ref": [ "r67", "r76", "r427" ], "calculation": { "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails": { "order": 2.0, "parentTag": "us-gaap_DerivativeLiabilitiesNoncurrent", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value of asset associated with financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset.", "label": "Derivative Liability, Fair Value, Gross Asset", "terseLabel": "Counterparty netting" } } }, "localname": "DerivativeLiabilityFairValueGrossAsset", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilityFairValueGrossAssetAndRightToReclaimCashOffset": { "auth_ref": [ "r67", "r76", "r417" ], "calculation": { "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails": { "order": 2.0, "parentTag": "dte_DerivativeAssetLiabilityFairValueGrossLiabilityAssetandObligationtoReturnCashandRighttoReclaimCashOffset", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value of asset associated with financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, and right to receive cash collateral under master netting arrangements.", "label": "Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset", "terseLabel": "Derivative liability, netting", "verboseLabel": "Gross Amounts Offset in the Consolidated Statements of Financial Position" } } }, "localname": "DerivativeLiabilityFairValueGrossAssetAndRightToReclaimCashOffset", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Derivative [Line Items]", "terseLabel": "Derivative [Line Items]" } } }, "localname": "DerivativeLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsCumulativeGrossVolumeOfDerivativeContractsOutstandingDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeNetLiabilityPositionAggregateFairValue": { "auth_ref": [ "r439" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The aggregate fair value amounts of derivative instruments that contain credit-risk-related contingent features that are in a net liability position at the end of the reporting period. For nonderivative instruments that are designated and qualify as hedging instruments, the fair value amounts are the carrying value of the nonderivative hedging instrument, including the adjustment for the foreign currency transaction gain (loss) on that instrument.", "label": "Derivative, Net Liability Position, Aggregate Fair Value", "terseLabel": "Derivative net liability position aggregate fair value" } } }, "localname": "DerivativeNetLiabilityPositionAggregateFairValue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeNonmonetaryNotionalAmountEnergyMeasure": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Nominal energy measure used to calculate payments on a derivative instrument.", "label": "Derivative, Nonmonetary Notional Amount, Energy Measure", "terseLabel": "Commodity, energy measures" } } }, "localname": "DerivativeNonmonetaryNotionalAmountEnergyMeasure", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsCumulativeGrossVolumeOfDerivativeContractsOutstandingDetails" ], "xbrltype": "energyItemType" }, "us-gaap_DerivativeNotionalAmount": { "auth_ref": [ "r419", "r421" ], "lang": { "en-US": { "role": { "documentation": "Nominal or face amount used to calculate payment on derivative.", "label": "Derivative, Notional Amount", "terseLabel": "Commodity, monetary measure" } } }, "localname": "DerivativeNotionalAmount", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsCumulativeGrossVolumeOfDerivativeContractsOutstandingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeTable": { "auth_ref": [ "r139", "r418", "r420", "r421", "r422", "r423", "r430", "r432", "r443", "r446", "r448" ], "lang": { "en-US": { "role": { "documentation": "Schedule that describes and identifies a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.", "label": "Derivative [Table]", "terseLabel": "Derivative [Table]" } } }, "localname": "DerivativeTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsCumulativeGrossVolumeOfDerivativeContractsOutstandingDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsReconciliationToBalanceSheetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativesFairValueLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Derivatives, Fair Value [Line Items]", "terseLabel": "Derivatives, Fair Value [Line Items]" } } }, "localname": "DerivativesFairValueLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativesMethodsOfAccountingNonhedgingDerivatives": { "auth_ref": [ "r133", "r141", "r423" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for derivatives that either were not designated as hedging instruments or do not qualify for hedge accounting.", "label": "Derivatives, Methods of Accounting, Derivatives Not Designated or Qualifying as Hedges [Policy Text Block]", "terseLabel": "Derivatives, Methods of Accounting, Derivatives Not Designated or Qualifying as Hedges" } } }, "localname": "DerivativesMethodsOfAccountingNonhedgingDerivatives", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DerivativesOffsettingFairValueAmountsPolicy": { "auth_ref": [ "r444" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for offsetting or not offsetting fair value amounts recognized for derivative instruments against such amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) arising from derivative instruments recognized at fair value.", "label": "Derivatives, Offsetting Fair Value Amounts, Policy [Policy Text Block]", "terseLabel": "Derivatives, Offsetting Fair Value Amounts" } } }, "localname": "DerivativesOffsettingFairValueAmountsPolicy", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DerivativesPolicyTextBlock": { "auth_ref": [ "r133", "r141", "r418", "r420", "r422", "r423", "r444" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for its derivative instruments and hedging activities.", "label": "Derivatives, Policy [Policy Text Block]", "terseLabel": "Derivatives" } } }, "localname": "DerivativesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DerivativesReportingOfDerivativeActivity": { "auth_ref": [ "r133", "r140", "r418" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for derivatives entered into for trading purposes and those entered into for purposes other than trading including where and when derivative financial instruments and derivative commodity instruments and their related gains or losses are reported in the entity's statements of financial position, cash flows, and results of operations.", "label": "Derivatives, Reporting of Derivative Activity [Policy Text Block]", "terseLabel": "Derivative Assets and Liabilities" } } }, "localname": "DerivativesReportingOfDerivativeActivity", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DirectFinancingLeaseDeferredSellingProfit": { "auth_ref": [ "r494" ], "calculation": { "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails": { "order": 3.0, "parentTag": "us-gaap_NetInvestmentInLease", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred selling profit from direct financing lease.", "label": "Direct Financing Lease, Deferred Selling Profit", "terseLabel": "Less unearned income" } } }, "localname": "DirectFinancingLeaseDeferredSellingProfit", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DirectFinancingLeaseInterestIncome": { "auth_ref": [ "r163", "r490" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of interest income from net investment in direct financing lease.", "label": "Direct Financing Lease, Interest Income", "terseLabel": "Interest income recognized under finance leases" } } }, "localname": "DirectFinancingLeaseInterestIncome", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_DirectFinancingLeaseNetInvestmentInLease": { "auth_ref": [ "r494" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of net investment in direct financing lease.", "label": "Direct Financing Lease, Net Investment in Lease", "terseLabel": "Net investment in finance lease arrangement" } } }, "localname": "DirectFinancingLeaseNetInvestmentInLease", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_DirectFinancingLeaseUnguaranteedResidualAsset": { "auth_ref": [ "r494" ], "calculation": { "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails": { "order": 2.0, "parentTag": "us-gaap_NetInvestmentInLease", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Present value expected to be derived from underlying asset, following end of lease term, not guaranteed by lessee or other third party unrelated to lessor.", "label": "Direct Financing Lease, Unguaranteed Residual Asset", "terseLabel": "Residual value of leased pipeline" } } }, "localname": "DirectFinancingLeaseUnguaranteedResidualAsset", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisaggregationOfRevenueLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Disaggregation of Revenue [Line Items]", "terseLabel": "Disaggregation of Revenue [Line Items]" } } }, "localname": "DisaggregationOfRevenueLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table]", "terseLabel": "Disaggregation of Revenue [Table]" } } }, "localname": "DisaggregationOfRevenueTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTableTextBlock": { "auth_ref": [ "r315" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table Text Block]", "terseLabel": "Disaggregation of Revenue" } } }, "localname": "DisaggregationOfRevenueTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DividendsCommonStockCash": { "auth_ref": [ "r309" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of paid and unpaid common stock dividends declared with the form of settlement in cash.", "label": "Dividends, Common Stock, Cash", "negatedLabel": "Dividends declared on common stock" } } }, "localname": "DividendsCommonStockCash", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_DividendsPayableCurrent": { "auth_ref": [ "r12", "r49" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of dividends declared but unpaid on equity securities issued by the entity and outstanding. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Dividends Payable, Current", "terseLabel": "Dividends payable" } } }, "localname": "DividendsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Earnings Per Share [Abstract]" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r99", "r145", "r154", "r156", "r157", "r158", "r161", "r539", "r561" ], "lang": { "en-US": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "terseLabel": "Basic Earnings per Common Share (in dollars per share)", "verboseLabel": "Net Income Attributable to DTE Energy Company (in dollars per share)" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "http://www.dteenergy.com/role/EarningsPerShareDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareBasicAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Earnings Per Share, Basic [Abstract]", "terseLabel": "Basic Earnings per Common Share", "verboseLabel": "Basic Earnings per Share" } } }, "localname": "EarningsPerShareBasicAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "http://www.dteenergy.com/role/EarningsPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r99", "r145", "r154", "r156", "r157", "r158", "r161", "r539", "r561" ], "lang": { "en-US": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Diluted Earnings per Common Share (in dollars per share)", "verboseLabel": "Net Income Attributable to DTE Energy Company (in dollars per share)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "http://www.dteenergy.com/role/EarningsPerShareDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDilutedAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Earnings Per Share, Diluted [Abstract]", "terseLabel": "Diluted Earnings per Common Share", "verboseLabel": "Diluted Earnings per Share" } } }, "localname": "EarningsPerShareDilutedAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "http://www.dteenergy.com/role/EarningsPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r162" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "verboseLabel": "Earnings Per Share" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/EarningsPerShare" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "auth_ref": [ "r137", "r364", "r365" ], "lang": { "en-US": { "role": { "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Effective Income Tax Rate Reconciliation, Percent", "terseLabel": "Effective Tax Rate" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesIncomeTaxesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationShareBasedCompensationExcessTaxBenefitPercent": { "auth_ref": [ "r358", "r364" ], "lang": { "en-US": { "role": { "documentation": "Percentage of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to expense for award under share-based payment arrangement. Excludes expense determined to be nondeductible upon grant or after for award under share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Percent", "terseLabel": "Decrease in stock-based compensation tax benefit" } } }, "localname": "EffectiveIncomeTaxRateReconciliationShareBasedCompensationExcessTaxBenefitPercent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationTaxCreditsOther": { "auth_ref": [ "r364", "r365", "r371" ], "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other tax credits.", "label": "Effective Income Tax Rate Reconciliation, Tax Credit, Other, Percent", "terseLabel": "Annual production tax credits" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxCreditsOther", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "percentItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "auth_ref": [ "r356" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cost not yet recognized for nonvested award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount", "terseLabel": "Unrecognized compensation cost" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r356" ], "lang": { "en-US": { "role": { "documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition", "terseLabel": "Recognition period (in years)" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "durationItemType" }, "us-gaap_EnergyRelatedInventory": { "auth_ref": [ "r63" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 5.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies relating to a source of usable power held for future sale or future use in manufacturing or production process.", "label": "Energy Related Inventory", "verboseLabel": "Fuel and gas" } } }, "localname": "EnergyRelatedInventory", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_EnvironmentalRemediationContingencyAxis": { "auth_ref": [ "r273", "r275", "r276", "r277", "r290" ], "lang": { "en-US": { "role": { "documentation": "Information by type of environmental remediation contingency.", "label": "Environmental Remediation Contingency [Axis]", "terseLabel": "Environmental Remediation Contingency [Axis]" } } }, "localname": "EnvironmentalRemediationContingencyAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_EnvironmentalRemediationContingencyDomain": { "auth_ref": [ "r273" ], "lang": { "en-US": { "role": { "documentation": "Environmental remediation contingency, for example, but not limited to, asbestos, air emissions and mercury emissions.", "label": "Environmental Remediation Contingency [Domain]", "terseLabel": "Environmental Remediation Contingency [Domain]" } } }, "localname": "EnvironmentalRemediationContingencyDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_EnvironmentalRemediationSiteAxis": { "auth_ref": [ "r273", "r275", "r276", "r277", "r290" ], "lang": { "en-US": { "role": { "documentation": "Information by location or named area designated for environmental remediation.", "label": "Environmental Remediation Site [Axis]", "terseLabel": "Environmental Remediation Site [Axis]" } } }, "localname": "EnvironmentalRemediationSiteAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_EnvironmentalRemediationSiteDomain": { "auth_ref": [ "r273" ], "lang": { "en-US": { "role": { "documentation": "Location or named area designated for environmental remediation.", "label": "Environmental Remediation Site [Domain]", "terseLabel": "Environmental Remediation Site [Domain]" } } }, "localname": "EnvironmentalRemediationSiteDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Equity [Abstract]", "terseLabel": "Shareholder\u2019s Equity" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnauditedParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r304" ], "lang": { "en-US": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_EquityMethodInvestmentDividendsOrDistributions": { "auth_ref": [ "r97", "r121", "r125", "r559" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of distribution received from equity method investee for return on investment, classified as operating activities. Excludes distribution for return of investment, classified as investing activities.", "label": "Proceeds from Equity Method Investment, Distribution", "terseLabel": "Dividends from equity method investees" } } }, "localname": "EquityMethodInvestmentDividendsOrDistributions", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquityMethodInvestmentOtherThanTemporaryImpairment": { "auth_ref": [ "r223" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "This item represents an other than temporary decline in value that has been recognized against an investment accounted for under the equity method of accounting. The excess of the carrying amount over the fair value of the investment represents the amount of the write down which is or was reflected in earnings. The written down value is a new cost basis with the adjusted value of the investment becoming its new carrying value subject to the equity accounting method. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity which would justify the carrying amount of the investment.", "label": "Equity Method Investment, Other than Temporary Impairment", "terseLabel": "Other than temporary decline in equity investments" } } }, "localname": "EquityMethodInvestmentOtherThanTemporaryImpairment", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquityMethodInvestmentOwnershipPercentage": { "auth_ref": [ "r225" ], "lang": { "en-US": { "role": { "documentation": "The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting.", "label": "Equity Method Investment, Ownership Percentage", "terseLabel": "Ownership interest" } } }, "localname": "EquityMethodInvestmentOwnershipPercentage", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals" ], "xbrltype": "percentItemType" }, "us-gaap_EquityMethodInvestments": { "auth_ref": [ "r36", "r177", "r224" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 2.0, "parentTag": "us-gaap_LongTermInvestments", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.", "label": "Equity Method Investments", "terseLabel": "Investments in equity method investees", "verboseLabel": "Investments in equity method investees" } } }, "localname": "EquityMethodInvestments", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationNonConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesFvNiGainLoss": { "auth_ref": [ "r222" ], "calculation": { "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails": { "order": 5.0, "parentTag": "us-gaap_OtherNonoperatingIncome", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of unrealized and realized gain (loss) on investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI).", "label": "Equity Securities, FV-NI, Gain (Loss)", "terseLabel": "Gains from equity and fixed income securities" } } }, "localname": "EquitySecuritiesFvNiGainLoss", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesMember": { "auth_ref": [ "r15", "r21", "r221", "r531", "r548", "r571" ], "lang": { "en-US": { "role": { "documentation": "Ownership interest or right to acquire or dispose of ownership interest in corporations and other legal entities for which ownership interest is represented by shares of common or preferred stock, convertible securities, stock rights, or stock warrants.", "label": "Equity Securities [Member]", "terseLabel": "Equity securities" } } }, "localname": "EquitySecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueDetailsTextuals", "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ErrorCorrectionsAndPriorPeriodAdjustmentsRestatementLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Error Corrections and Prior Period Adjustments Restatement [Line Items]", "terseLabel": "Error Corrections and Prior Period Adjustments Restatement [Line Items]" } } }, "localname": "ErrorCorrectionsAndPriorPeriodAdjustmentsRestatementLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_EstimateOfFairValueFairValueDisclosureMember": { "auth_ref": [ "r470" ], "lang": { "en-US": { "role": { "documentation": "Measured as an estimate of fair value.", "label": "Estimate of Fair Value Measurement [Member]", "terseLabel": "Fair value" } } }, "localname": "EstimateOfFairValueFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ExtinguishmentOfDebtAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Gross amount of debt extinguished.", "label": "Extinguishment of Debt, Amount", "terseLabel": "Debt redeemed", "verboseLabel": "Repayment of debt" } } }, "localname": "ExtinguishmentOfDebtAmount", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/LongTermDebtScheduleOfDebtRedeemedDetails", "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r451", "r452", "r453", "r465" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Line Items]", "terseLabel": "Unobservable Inputs Valuation Techniques [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable": { "auth_ref": [ "r454" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table]", "terseLabel": "Unobservable Inputs Valuation Techniques [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock": { "auth_ref": [ "r454" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]", "terseLabel": "Unobservable Inputs Related to Level 3 Assets and Liabilities" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss": { "auth_ref": [ "r461" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of unrealized gain (loss) recognized in income from asset measured at fair value on recurring basis using unobservable input (level 3) and still held.", "label": "Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss)", "verboseLabel": "The amount of total gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31, 2020 and 2019 and reflected in Operating Revenues \u2014 Non-utility operations and Fuel, purchased power, and gas \u2014 non-utility in DTE Energy's Consolidated Statements of Operations" } } }, "localname": "FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationByAssetClassDomain": { "auth_ref": [ "r457" ], "lang": { "en-US": { "role": { "documentation": "Class of asset.", "label": "Asset Class [Domain]", "terseLabel": "Asset Class [Domain]" } } }, "localname": "FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationByAssetClassDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueDetailsTextuals", "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails", "http://www.dteenergy.com/role/FairValueGainsAndLossesAndProceedsFromSaleOfSecuritiesByNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]", "terseLabel": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]" } } }, "localname": "FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByAssetClassAxis": { "auth_ref": [ "r451", "r465" ], "lang": { "en-US": { "role": { "documentation": "Information by class of asset.", "label": "Asset Class [Axis]", "terseLabel": "Asset Class [Axis]" } } }, "localname": "FairValueByAssetClassAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueDetailsTextuals", "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails", "http://www.dteenergy.com/role/FairValueGainsAndLossesAndProceedsFromSaleOfSecuritiesByNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByBalanceSheetGroupingTable": { "auth_ref": [ "r451", "r471", "r472" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.", "label": "Fair Value, by Balance Sheet Grouping [Table]", "terseLabel": "Fair Value, by Balance Sheet Grouping [Table]" } } }, "localname": "FairValueByBalanceSheetGroupingTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByBalanceSheetGroupingTextBlock": { "auth_ref": [ "r451", "r471" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.", "label": "Fair Value, by Balance Sheet Grouping [Table Text Block]", "terseLabel": "Carrying Amount of Fair Value of Financial Instruments" } } }, "localname": "FairValueByBalanceSheetGroupingTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r331", "r332", "r351", "r452", "r502" ], "lang": { "en-US": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementBasisAxis": { "auth_ref": [ "r451", "r466" ], "lang": { "en-US": { "role": { "documentation": "Information by measurement basis.", "label": "Measurement Basis [Axis]", "terseLabel": "Measurement Basis [Axis]" } } }, "localname": "FairValueByMeasurementBasisAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r451", "r452", "r455", "r456", "r468" ], "lang": { "en-US": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]", "terseLabel": "Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosureItemAmountsDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Measurement basis, for example, but not limited to, reported value, fair value, portion at fair value, portion at other than fair value.", "label": "Fair Value Measurement [Domain]", "terseLabel": "Fair Value Measurement [Domain]" } } }, "localname": "FairValueDisclosureItemAmountsDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r462" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "Fair Value" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValue" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r331", "r332", "r351", "r452", "r503" ], "lang": { "en-US": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Level 1" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r331", "r332", "r351", "r452", "r504" ], "lang": { "en-US": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Level 2" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r331", "r332", "r351", "r452", "r505" ], "lang": { "en-US": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "terseLabel": "Level 3" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInvestmentsEntitiesThatCalculateNetAssetValuePerShareUnfundedCommittments": { "auth_ref": [ "r467" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount of unfunded commitments for which the entity is obligated, to those certain investments for which net asset value per share is calculated (including by unit, membership interest, or other equity (ownership interest) unit measure) (alternative investments).", "label": "Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Unfunded Commitments", "terseLabel": "Unfunded commitments related to investments classified as NAV assets" } } }, "localname": "FairValueInvestmentsEntitiesThatCalculateNetAssetValuePerShareUnfundedCommittments", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasuredAtNetAssetValuePerShareMember": { "auth_ref": [ "r332", "r450", "r468" ], "lang": { "en-US": { "role": { "documentation": "Fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Measured at Net Asset Value Per Share [Member]", "terseLabel": "Other" } } }, "localname": "FairValueMeasuredAtNetAssetValuePerShareMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Measurement frequency.", "label": "Measurement Frequency [Domain]", "terseLabel": "Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.", "label": "Fair Value Measurement, Policy [Policy Text Block]", "terseLabel": "Fair Value Measurement" } } }, "localname": "FairValueMeasurementPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value, Measurements, Fair Value Hierarchy [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r462", "r468" ], "lang": { "en-US": { "role": { "documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value.", "label": "Fair Value, Recurring [Member]", "terseLabel": "Recurring" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueNetAssetLiability": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetailsCalc2": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value of asset after deduction of liability.", "label": "Fair Value, Net Asset (Liability)", "totalLabel": "Net Assets at end of period" } } }, "localname": "FairValueNetAssetLiability", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]", "terseLabel": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]", "terseLabel": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationRollForward", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTable": { "auth_ref": [ "r457", "r464" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about financial instrument classified as a derivative asset (liability) after deduction of derivative liability (asset) using recurring unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table]", "terseLabel": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table]" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock": { "auth_ref": [ "r457", "r464" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of financial instrument classified as a derivative asset (liability) after deduction of derivative liability (asset) using recurring unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]", "terseLabel": "Reconciliation of Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationGainLossIncludedInEarnings": { "auth_ref": [ "r458", "r464" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of gain (loss) recognized in income from derivative asset (liability) after deduction of derivative liability (asset), measured at fair value on recurring basis using unobservable input (level 3).", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Earnings", "verboseLabel": "Included in earnings" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationGainLossIncludedInEarnings", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationPurchasesSalesIssuesSettlementsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Purchases, Sales, Issues, Settlements [Abstract]", "terseLabel": "Purchases, issuances, and settlements" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationPurchasesSalesIssuesSettlementsAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationSettlements": { "auth_ref": [ "r459", "r464" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of settlements of financial instrument classified as a derivative asset (liability) after deduction of derivative liability, measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Settlements", "negatedLabel": "Settlements" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationSettlements", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationTransfersIntoLevel3": { "auth_ref": [ "r460", "r464" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of transfers of financial instrument classified as a derivative asset (liability) after deduction of derivative liability (asset) into level 3 of the fair value hierarchy.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers into Level 3", "terseLabel": "Transfers into Level 3 from Level 2" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationTransfersIntoLevel3", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationTransfersOutOfLevel3": { "auth_ref": [ "r460", "r464" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of transfers of financial instrument classified as derivative asset (liability) after deduction of derivative liability (asset) out of level 3 of the fair value hierarchy.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers out of Level 3", "negatedTerseLabel": "Transfers from Level 3 into Level 2" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputsReconciliationTransfersOutOfLevel3", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisWithUnobservableInputs": { "auth_ref": [ "r451", "r464" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value of financial instrument classified as derivative asset (liability) after deduction of derivative liability (asset), measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis with Unobservable Inputs", "periodEndLabel": "Net Assets (Liabilities) as of end of period", "periodStartLabel": "Net Assets (Liabilities) as of beginning of period" } } }, "localname": "FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisWithUnobservableInputs", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueTransferPolicyPolicyTextBlock": { "auth_ref": [ "r453", "r460", "r463" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for determining when transfers between levels are recognized.", "label": "Fair Value Transfer, Policy [Policy Text Block]", "terseLabel": "Fair Value Transfer" } } }, "localname": "FairValueTransferPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValuesDerivativesBalanceSheetLocationByDerivativeContractTypeByHedgingDesignationTable": { "auth_ref": [ "r424", "r430", "r447" ], "lang": { "en-US": { "role": { "documentation": "Schedule that discloses the location and fair value amounts of derivative instruments (and nonderivative instruments that are designated and qualify as hedging instruments) reported in the statement of financial position.", "label": "Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table]" } } }, "localname": "FairValuesDerivativesBalanceSheetLocationByDerivativeContractTypeByHedgingDesignationTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinanceLeaseLiabilityNoncurrent": { "auth_ref": [ "r485" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 1.0, "parentTag": "us-gaap_LongTermDebtAndCapitalLeaseObligations", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as noncurrent.", "label": "Finance Lease, Liability, Noncurrent", "verboseLabel": "Finance lease liabilities" } } }, "localname": "FinanceLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLoansAndLeasesReceivablePolicy": { "auth_ref": [ "r190", "r195", "r196", "r200", "r203", "r205", "r206", "r207" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for financing receivable.", "label": "Financing Receivable [Policy Text Block]", "terseLabel": "Financing Receivables" } } }, "localname": "FinanceLoansAndLeasesReceivablePolicy", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FinancialInstrumentAxis": { "auth_ref": [ "r227", "r233", "r234", "r235", "r237", "r245", "r246", "r247", "r248" ], "lang": { "en-US": { "role": { "documentation": "Information by type of financial instrument.", "label": "Financial Instrument [Axis]", "terseLabel": "Financial Instrument [Axis]" } } }, "localname": "FinancialInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinancingReceivableAllowanceForCreditLosses": { "auth_ref": [ "r191", "r226", "r228", "r232", "r532" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.", "label": "Financing Receivable, Allowance for Credit Loss", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance" } } }, "localname": "FinancingReceivableAllowanceForCreditLosses", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinancingReceivableAllowanceForCreditLossesLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Financing Receivable, Allowance for Credit Loss [Line Items]", "terseLabel": "Financing Receivable, Allowance for Credit Loss [Line Items]" } } }, "localname": "FinancingReceivableAllowanceForCreditLossesLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinancingReceivableAllowanceForCreditLossesRecovery": { "auth_ref": [ "r193", "r231", "r242", "r532" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of recovery of financing receivables doubtful of collection that were previously charged off.", "label": "Financing Receivable, Allowance for Credit Loss, Recovery", "terseLabel": "Recoveries of amounts previously written off" } } }, "localname": "FinancingReceivableAllowanceForCreditLossesRecovery", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinancingReceivableAllowanceForCreditLossesRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Financing Receivable, Allowance for Credit Loss [Roll Forward]", "terseLabel": "Financing Receivable, Allowance for Credit Loss [Roll Forward]" } } }, "localname": "FinancingReceivableAllowanceForCreditLossesRollForward", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinancingReceivableAllowanceForCreditLossesWriteOffs": { "auth_ref": [ "r192", "r230", "r242", "r532" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of writeoff of financing receivable, charged against allowance for credit loss.", "label": "Financing Receivable, Allowance for Credit Loss, Writeoff", "negatedTerseLabel": "Write-offs charged against allowance" } } }, "localname": "FinancingReceivableAllowanceForCreditLossesWriteOffs", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinancingReceivableCreditQualityIndicatorsTableTextBlock": { "auth_ref": [ "r197", "r237" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of financing receivables by credit quality indicator. The credit quality indicator is a statistic about the credit quality of financing receivables. Examples include, but not limited to, consumer credit risk scores, credit-rating-agency ratings, an entity's internal credit risk grades, loan-to-value ratios, collateral, collection experience and other internal metrics.", "label": "Financing Receivable Credit Quality Indicators [Table Text Block]", "terseLabel": "Schedule of Financing Receivables Classified by Internal Grade of Credit Risk" } } }, "localname": "FinancingReceivableCreditQualityIndicatorsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FinancingReceivableOriginatedInCurrentFiscalYear": { "auth_ref": [ "r238", "r242" ], "calculation": { "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails": { "order": 1.0, "parentTag": "us-gaap_NotesReceivableGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of financing receivable originated in current fiscal year.", "label": "Financing Receivable, Originated in Current Fiscal Year", "terseLabel": "2020" } } }, "localname": "FinancingReceivableOriginatedInCurrentFiscalYear", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinancingReceivableOriginatedInFiscalYearBeforeLatestFiscalYear": { "auth_ref": [ "r238", "r242" ], "calculation": { "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails": { "order": 2.0, "parentTag": "us-gaap_NotesReceivableGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of financing receivable originated in fiscal year prior to latest fiscal year.", "label": "Financing Receivable, Originated in Fiscal Year before Latest Fiscal Year", "terseLabel": "2019" } } }, "localname": "FinancingReceivableOriginatedInFiscalYearBeforeLatestFiscalYear", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis": { "auth_ref": [ "r198", "r201", "r202", "r234", "r235", "r237", "r239", "r240", "r242", "r243" ], "lang": { "en-US": { "role": { "documentation": "Information by class of financing receivable determined on the basis of initial measurement attribute, risk characteristics and method of monitoring and assessing credit risk.", "label": "Class of Financing Receivable [Axis]", "terseLabel": "Class of Financing Receivable [Axis]" } } }, "localname": "FinancingReceivableRecordedInvestmentByClassOfFinancingReceivableAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals", "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinancingReceivableRecordedInvestmentClassOfFinancingReceivableDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Financing receivables determined on the basis of initial measurement attribute, risk characteristics and method of monitoring and assessing credit risk.", "label": "Class of Financing Receivable [Domain]", "terseLabel": "Class of Financing Receivable [Domain]" } } }, "localname": "FinancingReceivableRecordedInvestmentClassOfFinancingReceivableDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals", "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FinancingReceivableRecordedInvestmentLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Financing Receivable, Credit Quality Indicator [Line Items]", "terseLabel": "Financing Receivable, Credit Quality Indicator [Line Items]" } } }, "localname": "FinancingReceivableRecordedInvestmentLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetUsefulLife": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Finite-Lived Intangible Asset, Useful Life", "verboseLabel": "Intangible assets, amortization period" } } }, "localname": "FiniteLivedIntangibleAssetUsefulLife", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals" ], "xbrltype": "durationItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r257", "r259", "r262", "r263", "r509" ], "lang": { "en-US": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "terseLabel": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r257", "r261" ], "lang": { "en-US": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FiniteLivedIntangibleAssetsNet": { "auth_ref": [ "r262" ], "calculation": { "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails": { "order": 6.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Net", "terseLabel": "Intangible assets" } } }, "localname": "FiniteLivedIntangibleAssetsNet", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FixedIncomeSecuritiesMember": { "auth_ref": [ "r331", "r351" ], "lang": { "en-US": { "role": { "documentation": "Investment that provides a return in the form of fixed periodic payments and eventual return of principal at maturity.", "label": "Fixed Income Securities [Member]", "terseLabel": "Fixed income securities" } } }, "localname": "FixedIncomeSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueDetailsTextuals", "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FixedPriceContractMember": { "auth_ref": [ "r320" ], "lang": { "en-US": { "role": { "documentation": "Contract with customer in which amount of consideration is fixed.", "label": "Fixed-price Contract [Member]", "terseLabel": "Fixed-price Contract" } } }, "localname": "FixedPriceContractMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueExpectedTimingOfPerformanceObligationSatisfactionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignExchangeContractMember": { "auth_ref": [ "r331", "r435" ], "lang": { "en-US": { "role": { "documentation": "Derivative instrument whose primary underlying risk is tied to foreign exchange rates.", "label": "Foreign Exchange Contract [Member]", "terseLabel": "Foreign currency exchange contracts", "verboseLabel": "Foreign currency exchange (CAD)" } } }, "localname": "ForeignExchangeContractMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsCumulativeGrossVolumeOfDerivativeContractsOutstandingDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsEffectOfDerivativesNotDesignatedAsHedgingInstrumentsOnConsolidatedStatementOfOperationsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails", "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GainLossOnInvestments": { "auth_ref": [ "r103", "r125", "r211" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of realized and unrealized gain (loss) on investment.", "label": "Gain (Loss) on Investments", "terseLabel": "Gains (losses) related to the Trust" } } }, "localname": "GainLossOnInvestments", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainLossOnSalesOfAssetsAndAssetImpairmentCharges": { "auth_ref": [ "r125" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 8.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of gain (loss) from the difference between the sale price or salvage price and the book value of an asset that was sold or retired, and gain (loss) from the write down of assets from their carrying value to fair value.", "label": "Gain (Loss) on Sale of Assets and Asset Impairment Charges", "negatedLabel": "Asset (gains) losses and impairments, net" } } }, "localname": "GainLossOnSalesOfAssetsAndAssetImpairmentCharges", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r252", "r253" ], "calculation": { "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails": { "order": 4.0, "parentTag": "dte_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssetsAcquiredIncludingGoodwill", "weight": 1.0 }, "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 1.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 }, "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "terseLabel": "Goodwill", "verboseLabel": "Goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillPurchaseAccountingAdjustments": { "auth_ref": [ "r254", "r374" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) from adjustments after acquisition date under purchase accounting of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Purchase Accounting Adjustments", "terseLabel": "Goodwill, working capital adjustments" } } }, "localname": "GoodwillPurchaseAccountingAdjustments", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_GuaranteeObligationsByNatureAxis": { "auth_ref": [ "r299" ], "lang": { "en-US": { "role": { "documentation": "Information by nature of guarantee.", "label": "Guarantor Obligations, Nature [Axis]", "terseLabel": "Guarantor Obligations, Nature [Axis]" } } }, "localname": "GuaranteeObligationsByNatureAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_GuaranteeObligationsCurrentCarryingValue": { "auth_ref": [ "r298" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The current carrying amount of the liability for the freestanding or embedded guarantor's obligations under the guarantee or each group of similar guarantees.", "label": "Guarantor Obligations, Current Carrying Value", "terseLabel": "Performance bonds outstanding" } } }, "localname": "GuaranteeObligationsCurrentCarryingValue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_GuaranteeObligationsMaximumExposure": { "auth_ref": [ "r297" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Maximum potential amount of future payments (undiscounted) the guarantor could be required to make under the guarantee or each group of similar guarantees before reduction for potential recoveries under recourse or collateralization provisions.", "label": "Guarantor Obligations, Maximum Exposure, Undiscounted", "terseLabel": "Maximum potential liability" } } }, "localname": "GuaranteeObligationsMaximumExposure", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_GuaranteeObligationsNatureDomain": { "auth_ref": [ "r295" ], "lang": { "en-US": { "role": { "documentation": "Represents a description of the nature of the guarantee or each group of similar guarantees.", "label": "Guarantor Obligations, Nature [Domain]", "terseLabel": "Guarantor Obligations, Nature [Domain]" } } }, "localname": "GuaranteeObligationsNatureDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_GuaranteeTypeOtherMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Agreement that requires the guarantor to make payments to a guaranteed party in compensation for that party's or parties' loss or injury, classified as other.", "label": "Guarantee Type, Other [Member]", "terseLabel": "Other guarantees" } } }, "localname": "GuaranteeTypeOtherMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_HedgingDesignationAxis": { "auth_ref": [ "r422", "r438" ], "lang": { "en-US": { "role": { "documentation": "Information by designation of purpose of derivative instrument.", "label": "Hedging Designation [Axis]", "terseLabel": "Hedging Designation [Axis]" } } }, "localname": "HedgingDesignationAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_HedgingDesignationDomain": { "auth_ref": [ "r422" ], "lang": { "en-US": { "role": { "documentation": "Designation of purpose of derivative instrument.", "label": "Hedging Designation [Domain]", "terseLabel": "Hedging Designation [Domain]" } } }, "localname": "HedgingDesignationDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ImpairmentOfLongLivedAssetsHeldForUse": { "auth_ref": [ "r125", "r264", "r268", "r574" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate amount of write-downs for impairments recognized during the period for long lived assets held for use (including those held for disposal by means other than sale).", "label": "Impairment of Long-Lived Assets Held-for-use", "terseLabel": "Impairment loss" } } }, "localname": "ImpairmentOfLongLivedAssetsHeldForUse", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r96", "r145", "r522", "r537", "r562" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 1.0, "parentTag": "us-gaap_ProfitLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "totalLabel": "Income Before Income Taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromEquityMethodInvestments": { "auth_ref": [ "r97", "r125", "r174", "r224", "r536", "r559" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails": { "order": 1.0, "parentTag": "us-gaap_OtherNonoperatingIncome", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of income (loss) for proportionate share of equity method investee's income (loss).", "label": "Income (Loss) from Equity Method Investments", "negatedTerseLabel": "Equity earnings of equity method investees", "terseLabel": "Equity earnings of equity method investees" } } }, "localname": "IncomeLossFromEquityMethodInvestments", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited", "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationAxis": { "auth_ref": [ "r269" ], "lang": { "en-US": { "role": { "documentation": "Information by location in the income statement.", "label": "Income Statement Location [Axis]", "terseLabel": "Derivative Instruments, Gain (Loss) by Income Statement Location [Axis]" } } }, "localname": "IncomeStatementLocationAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsEffectOfDerivativesNotDesignatedAsHedgingInstrumentsOnConsolidatedStatementOfOperationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Location in the income statement.", "label": "Income Statement Location [Domain]", "terseLabel": "Income Statement and Other Comprehensive Income (Loss) Location [Domain]" } } }, "localname": "IncomeStatementLocationDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsEffectOfDerivativesNotDesignatedAsHedgingInstrumentsOnConsolidatedStatementOfOperationsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r134", "r175", "r372" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 2.0, "parentTag": "us-gaap_ProfitLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "terseLabel": "Income Tax Expense" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r92", "r133", "r360", "r362", "r367", "r368", "r370", "r373", "r573" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Tax" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxReceivable": { "auth_ref": [ "r34", "r546" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Carrying amount as of the balance sheet date of income taxes previously overpaid to tax authorities (such as U.S. Federal, state and local tax authorities) representing refunds of overpayments or recoveries based on agreed-upon resolutions of disputes. Also called income tax refund receivable.", "label": "Income Taxes Receivable", "terseLabel": "Income tax receivable" } } }, "localname": "IncomeTaxReceivable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsAndOtherReceivables": { "auth_ref": [ "r124" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in the amount due from customers for the credit sale of goods and services; includes accounts receivable and other types of receivables.", "label": "Increase (Decrease) in Accounts and Other Receivables", "negatedTerseLabel": "Accounts receivable, net" } } }, "localname": "IncreaseDecreaseInAccountsAndOtherReceivables", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayable": { "auth_ref": [ "r124" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.", "label": "Increase (Decrease) in Accounts Payable", "terseLabel": "Accounts payable" } } }, "localname": "IncreaseDecreaseInAccountsPayable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInDerivativeAssetsAndLiabilities": { "auth_ref": [ "r124" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the period in the net carrying value of derivative instruments reported as assets and liabilities that are due to be disposed of within one year (or the normal operating cycle, if longer).", "label": "Increase (Decrease) in Derivative Assets and Liabilities", "negatedTerseLabel": "Derivative assets and liabilities" } } }, "localname": "IncreaseDecreaseInDerivativeAssetsAndLiabilities", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInInventories": { "auth_ref": [ "r124" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.", "label": "Increase (Decrease) in Inventories", "negatedTerseLabel": "Inventories" } } }, "localname": "IncreaseDecreaseInInventories", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Changes in assets and liabilities:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingCapitalNet": { "auth_ref": [ "r124" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 17.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in operating assets after deduction of operating liabilities classified as other.", "label": "Increase (Decrease) in Other Operating Assets and Liabilities, Net", "negatedTerseLabel": "Other current and noncurrent assets and liabilities" } } }, "localname": "IncreaseDecreaseInOtherOperatingCapitalNet", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInPensionPlanObligations": { "auth_ref": [ "r124" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in obligation for pension benefits. Includes, but is not limited to, defined benefit or defined contribution plans. Excludes other postretirement benefits.", "label": "Increase (Decrease) in Obligation, Pension Benefits", "terseLabel": "Accrued pension liability" } } }, "localname": "IncreaseDecreaseInPensionPlanObligations", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInRegulatoryAssetsAndLiabilities": { "auth_ref": [ "r124" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in the value of assets that are created when regulatory agencies permits public utilities to defer costs (revenues) to the balance sheet. This element is a the increase (decrease) of regulatory assets and liabilities combined.", "label": "Increase (Decrease) in Regulatory Assets and Liabilities", "negatedTerseLabel": "Regulatory assets and liabilities" } } }, "localname": "IncreaseDecreaseInRegulatoryAssetsAndLiabilities", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_IntangibleAssetsNetExcludingGoodwill": { "auth_ref": [ "r256", "r260" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 3.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.", "label": "Intangible Assets, Net (Excluding Goodwill)", "verboseLabel": "Intangible assets" } } }, "localname": "IntangibleAssetsNetExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r95", "r172", "r477", "r480", "r540" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 1.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Interest Expense", "terseLabel": "Interest expense" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPayableCurrent": { "auth_ref": [ "r12", "r13", "r49" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Interest Payable, Current", "verboseLabel": "Accrued interest" } } }, "localname": "InterestPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestRateContractMember": { "auth_ref": [ "r331", "r434" ], "lang": { "en-US": { "role": { "documentation": "Derivative instrument whose primary underlying risk is tied to the right to receive or pay a sum of money at a given interest rate.", "label": "Interest Rate Contract [Member]", "terseLabel": "Interest rate contracts" } } }, "localname": "InterestRateContractMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InternalCreditAssessmentAxis": { "auth_ref": [ "r197", "r237", "r241", "r242", "r296", "r442" ], "lang": { "en-US": { "role": { "documentation": "Information by entity-defined rating.", "label": "Internal Credit Assessment [Axis]", "terseLabel": "Internal Credit Assessment [Axis]" } } }, "localname": "InternalCreditAssessmentAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails" ], "xbrltype": "stringItemType" }, "us-gaap_InternalCreditAssessmentDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Entity defined credit risk rating.", "label": "Internal Credit Assessment [Domain]", "terseLabel": "Internal Credit Assessment [Domain]" } } }, "localname": "InternalCreditAssessmentDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IntersegmentEliminationMember": { "auth_ref": [ "r181" ], "lang": { "en-US": { "role": { "documentation": "Eliminating entries used in operating segment consolidation.", "label": "Intersegment Eliminations [Member]", "terseLabel": "Reconciliation and Eliminations" } } }, "localname": "IntersegmentEliminationMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InventoryNet": { "auth_ref": [ "r4", "r63", "r249" ], "calculation": { "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.", "label": "Inventory, Net", "terseLabel": "Inventories" } } }, "localname": "InventoryNet", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryNetAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Inventory, Net [Abstract]", "verboseLabel": "Inventories" } } }, "localname": "InventoryNetAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_InventoryRawMaterialsAndSupplies": { "auth_ref": [ "r62" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 6.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Gross amount of unprocessed materials to be used in manufacturing or production process and supplies that will be consumed.", "label": "Inventory, Raw Materials and Supplies, Gross", "verboseLabel": "Materials and supplies" } } }, "localname": "InventoryRawMaterialsAndSupplies", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentIncomeInterest": { "auth_ref": [ "r102", "r171" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 2.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities.", "label": "Investment Income, Interest", "negatedLabel": "Interest income" } } }, "localname": "InvestmentIncomeInterest", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentTypeAxis": { "auth_ref": [ "r567", "r568", "r569", "r570" ], "lang": { "en-US": { "role": { "documentation": "Information by type of investments.", "label": "Investment Type [Axis]", "terseLabel": "Investment Type [Axis]" } } }, "localname": "InvestmentTypeAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_InvestmentTypeCategorizationMember": { "auth_ref": [ "r567", "r568", "r569", "r570" ], "lang": { "en-US": { "role": { "documentation": "Asset obtained to generate income or appreciate in value.", "label": "Investments [Domain]", "terseLabel": "Investments [Domain]" } } }, "localname": "InvestmentTypeCategorizationMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_InvestmentsClassifiedByContractualMaturityDateTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of maturities of an entity's investments as well as any other information pertinent to the investments.", "label": "Investments Classified by Contractual Maturity Date [Table Text Block]", "terseLabel": "Fair Value of the Fixed Income Securities Held in Nuclear Decommissioning Trust Funds" } } }, "localname": "InvestmentsClassifiedByContractualMaturityDateTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_InvestmentsFairValueDisclosure": { "auth_ref": [ "r451" ], "calculation": { "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails": { "order": 3.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method.", "label": "Investments, Fair Value Disclosure", "terseLabel": "Other investments" } } }, "localname": "InvestmentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_JuniorSubordinatedLongTermNotes": { "auth_ref": [ "r52" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 4.0, "parentTag": "us-gaap_LongTermDebtAndCapitalLeaseObligations", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of long-term debt (with maturities initially due after one year or beyond the operating cycle if longer) identified as Junior Subordinated Notes, which have a lower priority than senior instruments, excluding current portion.", "label": "Junior Subordinated Notes, Noncurrent", "terseLabel": "Junior subordinated debentures" } } }, "localname": "JuniorSubordinatedLongTermNotes", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_LaborForceConcentrationRiskMember": { "auth_ref": [ "r164" ], "lang": { "en-US": { "role": { "documentation": "Reflects the percentage that specified components of the labor force, stated in either labor costs for the period or number of personnel as of the balance sheet date or on average for the period, are to a specified benchmark, such as total operating expenses, total labor costs, total number of personnel. Risk is the materially adverse effects from an increase in costs or a diminution in available personnel of an existing labor force that is essential to the entity.", "label": "Labor Force Concentration Risk [Member]", "terseLabel": "Labor force concentration risk" } } }, "localname": "LaborForceConcentrationRiskMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_LeasesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Leases [Abstract]" } } }, "localname": "LeasesAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_LessorDirectFinancingLeasesTextBlock": { "auth_ref": [ "r495" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure of lessor's direct financing leases.", "label": "Lessor, Direct Financing Leases [Text Block]", "terseLabel": "Leases" } } }, "localname": "LessorDirectFinancingLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/Leases" ], "xbrltype": "textBlockItemType" }, "us-gaap_LetterOfCreditMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A document typically issued by a financial institution which acts as a guarantee of payment to a beneficiary, or as the source of payment for a specific transaction (for example, wiring funds to a foreign exporter if and when specified merchandise is accepted pursuant to the terms of the letter of credit).", "label": "Letter of Credit [Member]", "terseLabel": "Letters of credit" } } }, "localname": "LetterOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r48" ], "calculation": { "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Liabilities [Abstract]", "netLabel": "Liabilities", "terseLabel": "LIABILITIES" } } }, "localname": "LiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r32", "r530", "r555" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total Liabilities and Equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Liabilities and Equity [Abstract]", "verboseLabel": "LIABILITIES AND EQUITY" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r50" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total Current Liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Liabilities, Current [Abstract]", "verboseLabel": "Current Liabilities" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCredit": { "auth_ref": [ "r23", "r528", "r547" ], "calculation": { "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails": { "order": 2.0, "parentTag": "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.", "label": "Long-term Line of Credit", "terseLabel": "Amounts outstanding" } } }, "localname": "LineOfCredit", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Line of Credit Facility [Abstract]", "verboseLabel": "Availability under combined facilities" } } }, "localname": "LineOfCreditFacilityAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditFacilityLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Line of Credit Facility [Line Items]", "terseLabel": "Line Of Credit Facility [Line Items]" } } }, "localname": "LineOfCreditFacilityLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r44" ], "calculation": { "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "totalLabel": "Maximum borrowing capacity" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityRemainingBorrowingCapacity": { "auth_ref": [ "r44" ], "calculation": { "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails": { "order": 1.0, "parentTag": "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of borrowing capacity currently available under the credit facility (current borrowing capacity less the amount of borrowings outstanding).", "label": "Line of Credit Facility, Remaining Borrowing Capacity", "terseLabel": "Net availability" } } }, "localname": "LineOfCreditFacilityRemainingBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityTable": { "auth_ref": [ "r44", "r136" ], "lang": { "en-US": { "role": { "documentation": "A table or schedule providing information pertaining to short-term or long-term contractual arrangements with lenders, including letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line.", "label": "Line of Credit Facility [Table]", "terseLabel": "Line Of Credit Facility [Table]" } } }, "localname": "LineOfCreditFacilityTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LoansAndLeasesReceivableGrossCarryingAmount": { "auth_ref": [ "r188" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before allowance of loans and leases held in portfolio, including but not limited to, commercial and consumer loans. Includes deferred interest and fees, undisbursed portion of loan balance, unamortized costs and premiums and discounts from face amounts. Excludes loans and leases covered under loss sharing agreements.", "label": "Loans and Leases Receivable, Gross", "terseLabel": "Revolving term credit facility amount" } } }, "localname": "LoansAndLeasesReceivableGrossCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtAndCapitalLeaseObligations": { "auth_ref": [ "r23" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt and lease obligation, classified as noncurrent.", "label": "Long-term Debt and Lease Obligation", "totalLabel": "Total Long-Term Debt (net of current portion)" } } }, "localname": "LongTermDebtAndCapitalLeaseObligations", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtAndCapitalLeaseObligationsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Long-term Debt and Lease Obligation [Abstract]", "verboseLabel": "Long-Term Debt (net of current portion)" } } }, "localname": "LongTermDebtAndCapitalLeaseObligationsAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_LongTermDebtAndCapitalLeaseObligationsCurrent": { "auth_ref": [ "r49" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt and lease obligation, classified as current.", "label": "Long-term Debt and Lease Obligation, Current", "verboseLabel": "Current portion long-term debt, including finance leases" } } }, "localname": "LongTermDebtAndCapitalLeaseObligationsCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtFairValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The fair value amount of long-term debt whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission.", "label": "Long-term Debt, Fair Value", "terseLabel": "Long-term debt" } } }, "localname": "LongTermDebtFairValue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtNoncurrent": { "auth_ref": [ "r52" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 2.0, "parentTag": "us-gaap_LongTermDebtAndCapitalLeaseObligations", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after unamortized (discount) premium and debt issuance costs of long-term debt classified as noncurrent and excluding amounts to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Excluding Current Maturities", "terseLabel": "Mortgage bonds, notes, and other" } } }, "localname": "LongTermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtTextBlock": { "auth_ref": [ "r303" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for long-term debt.", "label": "Long-term Debt [Text Block]", "terseLabel": "Long-Term Debt" } } }, "localname": "LongTermDebtTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebt" ], "xbrltype": "textBlockItemType" }, "us-gaap_LongTermInvestments": { "auth_ref": [ "r36" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The total amount of investments that are intended to be held for an extended period of time (longer than one operating cycle).", "label": "Long-term Investments", "totalLabel": "Total Investments" } } }, "localname": "LongTermInvestments", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermInvestmentsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Long-term Investments [Abstract]", "verboseLabel": "Investments" } } }, "localname": "LongTermInvestmentsAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r52" ], "lang": { "en-US": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/LongTermDebtScheduleOfDebtRedeemedDetails", "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r52", "r301" ], "lang": { "en-US": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/LongTermDebtScheduleOfDebtRedeemedDetails", "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LossContingenciesLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Loss Contingencies [Line Items]", "terseLabel": "Loss Contingencies [Line Items]" } } }, "localname": "LossContingenciesLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingenciesTable": { "auth_ref": [ "r281", "r282", "r283", "r285", "r286", "r287", "r289", "r293", "r294" ], "lang": { "en-US": { "role": { "documentation": "Discloses the specific components (such as the nature, name, and date) of the loss contingency and gives an estimate of the possible loss or range of loss, or states that a reasonable estimate cannot be made. Excludes environmental contingencies, warranties and unconditional purchase obligations.", "label": "Loss Contingencies [Table]", "terseLabel": "Loss Contingencies [Table]" } } }, "localname": "LossContingenciesTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingencyEstimateOfPossibleLoss": { "auth_ref": [ "r284", "r288", "r293" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Reflects the estimated amount of loss from the specified contingency as of the balance sheet date.", "label": "Loss Contingency, Estimate of Possible Loss", "terseLabel": "Estimated impact of the current rule" } } }, "localname": "LossContingencyEstimateOfPossibleLoss", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_MeasurementInputCommodityForwardPriceMember": { "auth_ref": [ "r454" ], "lang": { "en-US": { "role": { "documentation": "Measurement input using forward price of commodity.", "label": "Measurement Input, Commodity Forward Price [Member]", "terseLabel": "Forward basis price" } } }, "localname": "MeasurementInputCommodityForwardPriceMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputTypeAxis": { "auth_ref": [ "r454" ], "lang": { "en-US": { "role": { "documentation": "Information by type of measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Axis]", "terseLabel": "Measurement Input Type [Axis]" } } }, "localname": "MeasurementInputTypeAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MeasurementInputTypeDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Domain]", "terseLabel": "Measurement Input Type [Domain]" } } }, "localname": "MeasurementInputTypeDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MinorityInterest": { "auth_ref": [ "r61", "r529", "r554" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which is directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent (that is, noncontrolling interest, previously referred to as minority interest).", "label": "Stockholders' Equity Attributable to Noncontrolling Interest", "verboseLabel": "Noncontrolling interests" } } }, "localname": "MinorityInterest", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_MortgagesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A loan to finance the purchase of real estate where the lender has a lien on the property as collateral for the loan.", "label": "Mortgages [Member]", "terseLabel": "Mortgage Bonds" } } }, "localname": "MortgagesMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r122" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash from (used for) financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "verboseLabel": "Financing Activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r122" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash used for investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "verboseLabel": "Investing Activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r122", "r123", "r126" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash from operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "verboseLabel": "Operating Activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r86", "r89", "r98", "r126", "r160", "r538", "r560" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 18.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.dteenergy.com/role/EarningsPerShareDetails": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net Income Attributable to DTE Energy Company", "totalLabel": "Net Income Attributable to DTE Energy Company/DTE Electric Company", "verboseLabel": "Net Income" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "http://www.dteenergy.com/role/EarningsPerShareDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataNetIncomeLossAttributableToDteEnergyBySegmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAttributableToNoncontrollingInterest": { "auth_ref": [ "r86", "r89", "r399", "r414" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 3.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of Net Income (Loss) attributable to noncontrolling interest.", "label": "Net Income (Loss) Attributable to Noncontrolling Interest", "verboseLabel": "Less: Net Income Attributable to Noncontrolling Interests" } } }, "localname": "NetIncomeLossAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r145", "r152" ], "calculation": { "http://www.dteenergy.com/role/EarningsPerShareDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "totalLabel": "Net income available to common shareholders \u2014 basic" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/EarningsPerShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted": { "auth_ref": [ "r152", "r153" ], "calculation": { "http://www.dteenergy.com/role/EarningsPerShareDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Diluted", "totalLabel": "Net income available to common shareholders \u2014 diluted" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersDiluted", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/EarningsPerShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetInvestmentInLease": { "auth_ref": [ "r486" ], "calculation": { "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetailsCalc2": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of net investment in sales-type and direct financing lease.", "label": "Net Investment in Lease", "totalLabel": "Net investment in finance lease" } } }, "localname": "NetInvestmentInLease", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetInvestmentInLeaseCurrent": { "auth_ref": [ "r486", "r487" ], "calculation": { "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetailsCalc2": { "order": 1.0, "parentTag": "us-gaap_NetInvestmentInLease", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of net investment in sales-type and direct financing lease, classified as current.", "label": "Net Investment in Lease, Current", "terseLabel": "Less current portion" } } }, "localname": "NetInvestmentInLeaseCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetInvestmentInLeaseNoncurrent": { "auth_ref": [ "r486", "r487" ], "calculation": { "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetailsCalc2": { "order": 2.0, "parentTag": "us-gaap_NetInvestmentInLease", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of net investment in sales-type and direct financing lease, classified as noncurrent.", "label": "Net Investment in Lease, Noncurrent", "terseLabel": "Net investment in finance lease, noncurrent" } } }, "localname": "NetInvestmentInLeaseNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetPeriodicDefinedBenefitsExpenseReversalOfExpenseExcludingServiceCostComponent": { "auth_ref": [ "r327" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 5.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of expense (reversal of expense) for net periodic benefit cost components, excluding service cost component, of defined benefit plan. Amount includes, but is not limited to, interest cost, expected (return) loss on plan asset, amortization of prior service cost (credit), amortization of (gain) loss, amortization of transition (asset) obligation, settlement (gain) loss, curtailment (gain) loss and certain termination benefits.", "label": "Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component", "terseLabel": "Non-operating retirement benefits, net" } } }, "localname": "NetPeriodicDefinedBenefitsExpenseReversalOfExpenseExcludingServiceCostComponent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsAndChangesInAccountingPrinciplesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "New Accounting Pronouncements and Changes in Accounting Principles [Abstract]" } } }, "localname": "NewAccountingPronouncementsAndChangesInAccountingPrinciplesAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_NewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock": { "auth_ref": [ "r149" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.", "label": "New Accounting Pronouncements and Changes in Accounting Principles [Text Block]", "terseLabel": "New Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/NewAccountingPronouncements" ], "xbrltype": "textBlockItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recently Adopted and Recently Issued Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NoncontrollingInterestMember": { "auth_ref": [ "r393" ], "lang": { "en-US": { "role": { "documentation": "This element represents that portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the parent. A noncontrolling interest is sometimes called a minority interest.", "label": "Noncontrolling Interest [Member]", "terseLabel": "Noncontrolling Interests" } } }, "localname": "NoncontrollingInterestMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited" ], "xbrltype": "domainItemType" }, "us-gaap_NondesignatedMember": { "auth_ref": [ "r422" ], "lang": { "en-US": { "role": { "documentation": "Derivative instrument not designated as hedging instrument under Generally Accepted Accounting Principles (GAAP).", "label": "Not Designated as Hedging Instrument [Member]", "verboseLabel": "Derivatives not designated as hedging instruments" } } }, "localname": "NondesignatedMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsFairValueOfDerivativeInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NonoperatingIncomeExpense": { "auth_ref": [ "r104" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).", "label": "Nonoperating Income (Expense)", "negatedTotalLabel": "Other (Income) and Deductions" } } }, "localname": "NonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesAndLoansReceivableNetNoncurrent": { "auth_ref": [ "r28" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 4.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, after allowance for credit loss, of financing receivable, classified as noncurrent.", "label": "Financing Receivable, after Allowance for Credit Loss, Noncurrent", "verboseLabel": "Notes receivable" } } }, "localname": "NotesAndLoansReceivableNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationNonConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesPayableFairValueDisclosure": { "auth_ref": [ "r47" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value portion of notes payable.", "label": "Notes Payable, Fair Value Disclosure", "terseLabel": "Notes payable \u2014 Other, excluding lessee finance leases" } } }, "localname": "NotesPayableFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesPayableRelatedPartiesClassifiedCurrent": { "auth_ref": [ "r41", "r138", "r497" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 14.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount for notes payable (written promise to pay), due to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Notes Payable, Related Parties, Current", "verboseLabel": "Affiliates" } } }, "localname": "NotesPayableRelatedPartiesClassifiedCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesReceivableFairValueDisclosure": { "auth_ref": [ "r59" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value portion of an agreement for an unconditional promise by the maker to pay the holder a definite sum of money at a future date.", "label": "Notes Receivable, Fair Value Disclosure", "terseLabel": "Notes receivable \u2014 Other, excluding lessor finance leases" } } }, "localname": "NotesReceivableFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesReceivableGross": { "auth_ref": [ "r236" ], "calculation": { "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before allowance for credit loss, of financing receivable.", "label": "Financing Receivable, before Allowance for Credit Loss", "totalLabel": "Total" } } }, "localname": "NotesReceivableGross", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesReceivableMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "An amount representing an agreement for an unconditional promise by the maker to pay the Entity (holder) a definite sum of money at a future date(s) within one year of the balance sheet date. Such amount may include accrued interest receivable in accordance with the terms of the note. The note also may contain provisions including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among myriad other features and characteristics.", "label": "Notes Receivable [Member]", "terseLabel": "Notes receivable" } } }, "localname": "NotesReceivableMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NuclearPlantMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Plant used in connection with the generation of nuclear energy.", "label": "Nuclear Plant [Member]", "terseLabel": "Fermi 2" } } }, "localname": "NuclearPlantMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OffsettingAssetsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Offsetting Assets [Line Items]", "terseLabel": "Offsetting Assets [Line Items]" } } }, "localname": "OffsettingAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OffsettingAssetsTable": { "auth_ref": [ "r70", "r71" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about derivative and financial assets that are subject to offsetting, including enforceable master netting arrangements.", "label": "Offsetting Assets [Table]", "terseLabel": "Offsetting Assets [Table]" } } }, "localname": "OffsettingAssetsTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsNettingOffsetsOfDerivativeAssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OffsettingAssetsTableTextBlock": { "auth_ref": [ "r70", "r71" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of derivative and other financial assets that are subject to offsetting, including master netting arrangements.", "label": "Offsetting Assets [Table Text Block]", "terseLabel": "Netting Offsets of Derivative Assets" } } }, "localname": "OffsettingAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_OffsettingLiabilitiesTableTextBlock": { "auth_ref": [ "r70", "r71" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of derivative and other financial liabilities that are subject to offsetting, including master netting arrangements.", "label": "Offsetting Liabilities [Table Text Block]", "terseLabel": "Netting Offsets of Derivative Liabilities" } } }, "localname": "OffsettingLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_OperatingExpensesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Operating Expenses [Abstract]", "verboseLabel": "Operating Expenses" } } }, "localname": "OperatingExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "Operating Income" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLeaseIncome": { "auth_ref": [ "r163", "r488", "r493" ], "calculation": { "http://www.dteenergy.com/role/LeasesLeaseIncomeAssociatedWithOperatingLeasesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of operating lease income from lease payments and variable lease payments paid and payable to lessor. Includes, but is not limited to, variable lease payments not included in measurement of lease receivable.", "label": "Operating Lease, Lease Income", "terseLabel": "Lease revenue outside scope of Topic 606", "totalLabel": "Total lease income under operating leases" } } }, "localname": "OperatingLeaseLeaseIncome", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesLeaseIncomeAssociatedWithOperatingLeasesDetails", "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLeaseIncomeLeasePayments": { "auth_ref": [ "r163", "r491" ], "calculation": { "http://www.dteenergy.com/role/LeasesLeaseIncomeAssociatedWithOperatingLeasesDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeaseLeaseIncome", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of operating lease income from lease payments paid and payable to lessor. Excludes variable lease payments not included in measurement of lease receivable.", "label": "Operating Lease, Lease Income, Lease Payments", "terseLabel": "Fixed payments" } } }, "localname": "OperatingLeaseLeaseIncomeLeasePayments", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesLeaseIncomeAssociatedWithOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLeaseIncomeTableTextBlock": { "auth_ref": [ "r163", "r493" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of components of income from operating lease.", "label": "Operating Lease, Lease Income [Table Text Block]", "terseLabel": "Schedule of Lease Income Associated with Operating Leases" } } }, "localname": "OperatingLeaseLeaseIncomeTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r485" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 8.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating Lease, Liability, Current", "terseLabel": "Operating lease liabilities" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r485" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 8.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating Lease, Liability, Noncurrent", "verboseLabel": "Operating lease liabilities" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r484" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 7.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "terseLabel": "Operating lease right-of-use assets", "verboseLabel": "Operating lease right-of-use assets used in producing electric output for sale" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseVariableLeaseIncome": { "auth_ref": [ "r163", "r492" ], "calculation": { "http://www.dteenergy.com/role/LeasesLeaseIncomeAssociatedWithOperatingLeasesDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeaseLeaseIncome", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of operating lease income from variable lease payments paid and payable to lessor, excluding amount included in measurement of lease receivable.", "label": "Operating Lease, Variable Lease Income", "terseLabel": "Variable payments" } } }, "localname": "OperatingLeaseVariableLeaseIncome", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesLeaseIncomeAssociatedWithOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesOfLessorDisclosureTextBlock": { "auth_ref": [ "r482", "r483", "r495" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for lessor's operating leases.", "label": "Lessor, Operating Leases [Text Block]", "terseLabel": "Leases" } } }, "localname": "OperatingLeasesOfLessorDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/Leases" ], "xbrltype": "textBlockItemType" }, "us-gaap_OperatingSegmentsMember": { "auth_ref": [ "r170", "r183" ], "lang": { "en-US": { "role": { "documentation": "Identifies components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Operating Segments [Member]", "terseLabel": "Operating segments" } } }, "localname": "OperatingSegmentsMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock": { "auth_ref": [ "r2", "r416" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.", "label": "Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]", "terseLabel": "Organization and Basis of Presentation" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentation" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherAssets": { "auth_ref": [ "r18", "r524", "r549" ], "calculation": { "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails": { "order": 7.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of assets classified as other.", "label": "Other Assets", "terseLabel": "Other current and long-term assets" } } }, "localname": "OtherAssets", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsCurrent": { "auth_ref": [ "r64" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 8.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of current assets classified as other.", "label": "Other Assets, Current", "verboseLabel": "Other" } } }, "localname": "OtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsMiscellaneousNoncurrent": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 8.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of other miscellaneous assets expected to be realized or consumed after one year or normal operating cycle, if longer.", "label": "Other Assets, Miscellaneous, Noncurrent", "verboseLabel": "Other" } } }, "localname": "OtherAssetsMiscellaneousNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r40" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "totalLabel": "Total Other Assets" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTax": { "auth_ref": [ "r78", "r81" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after tax and reclassification, of gain (loss) from derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness.", "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax", "terseLabel": "Net unrealized gains (losses) on derivatives during the period, net of taxes of $\u2014, and $(1), respectively" } } }, "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTax", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationTax": { "auth_ref": [ "r82" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, after reclassification, of tax expense (benefit) for gain (loss) from derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness.", "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax", "terseLabel": "Tax effect on net unrealized losses on derivatives during the period" } } }, "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationTax", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnauditedParentheticals" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax": { "auth_ref": [ "r77", "r476" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited": { "order": 3.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax", "terseLabel": "Foreign currency translation" } } }, "localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r87", "r90", "r93", "r304" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax and reclassification adjustments of other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Other comprehensive income, net of tax", "totalLabel": "Other comprehensive income" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Other Comprehensive Income (Loss), Net of Tax [Abstract]", "terseLabel": "Other comprehensive income (loss), net of tax:" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax": { "auth_ref": [ "r79", "r81" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, after tax and reclassification adjustment, of (increase) decrease in accumulated other comprehensive income for defined benefit plan.", "label": "Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax", "negatedTerseLabel": "Benefit obligations, net of taxes of $1 for both periods" } } }, "localname": "OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansTax": { "auth_ref": [ "r79", "r82", "r395" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after reclassification adjustment, of tax (expense) benefit for (increase) decrease in accumulated other comprehensive income of defined benefit plan.", "label": "Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax", "negatedTerseLabel": "Tax effect on benefit obligation" } } }, "localname": "OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansTax", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnauditedParentheticals" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherInvestmentsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing other investments.", "label": "Other Investments [Member]", "terseLabel": "Other" } } }, "localname": "OtherInvestmentsMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherLiabilities": { "auth_ref": [ "r533" ], "calculation": { "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liabilities classified as other.", "label": "Other Liabilities", "terseLabel": "Other current and long-term liabilities" } } }, "localname": "OtherLiabilities", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesCurrent": { "auth_ref": [ "r10", "r11", "r49" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 10.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liabilities classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Current", "verboseLabel": "Other" } } }, "localname": "OtherLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesNoncurrent": { "auth_ref": [ "r53" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Noncurrent", "totalLabel": "Total Other Liabilities" } } }, "localname": "OtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesNoncurrentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Other Liabilities, Noncurrent [Abstract]", "verboseLabel": "Other Liabilities" } } }, "localname": "OtherLiabilitiesNoncurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_OtherLongTermDebtNoncurrent": { "auth_ref": [ "r52" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 3.0, "parentTag": "us-gaap_LongTermDebtAndCapitalLeaseObligations", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt classified as other, payable after one year or the operating cycle, if longer.", "label": "Other Long-term Debt, Noncurrent", "verboseLabel": "Mortgage bonds, notes, and other" } } }, "localname": "OtherLongTermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLongTermInvestments": { "auth_ref": [ "r36", "r558" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 3.0, "parentTag": "us-gaap_LongTermInvestments", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term investments classified as other.", "label": "Other Long-term Investments", "verboseLabel": "Other" } } }, "localname": "OtherLongTermInvestments", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingExpense": { "auth_ref": [ "r105" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 4.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of expense related to nonoperating activities, classified as other.", "label": "Other Nonoperating Expense", "terseLabel": "Other expenses" } } }, "localname": "OtherNonoperatingExpense", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncome": { "auth_ref": [ "r104" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 3.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 }, "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of income related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income", "negatedLabel": "Other income", "totalLabel": "Total other income" } } }, "localname": "OtherNonoperatingIncome", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpenseAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Other Nonoperating Income (Expense) [Abstract]", "verboseLabel": "Other (Income) and Deductions" } } }, "localname": "OtherNonoperatingIncomeExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_OtherPostretirementBenefitPlansDefinedBenefitMember": { "auth_ref": [ "r324", "r340", "r341", "r352" ], "lang": { "en-US": { "role": { "documentation": "Plan designed to provide other postretirement benefits. Includes, but is not limited to, defined benefit and defined contribution plans. Excludes pension benefits.", "label": "Other Postretirement Benefits Plan [Member]", "terseLabel": "Other Postretirement Benefits" } } }, "localname": "OtherPostretirementBenefitPlansDefinedBenefitMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails", "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_OtherReceivablesNetCurrent": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, after allowance, of receivables classified as other, due within one year or the operating cycle, if longer.", "label": "Other Receivables, Net, Current", "verboseLabel": "Other" } } }, "localname": "OtherReceivablesNetCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherShortTermBorrowings": { "auth_ref": [ "r42" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 15.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of borrowings classified as other, maturing within one year or the normal operating cycle, if longer.", "label": "Other Short-term Borrowings", "verboseLabel": "Other" } } }, "localname": "OtherShortTermBorrowings", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherSundryLiabilitiesNoncurrent": { "auth_ref": [ "r24", "r527", "r551" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 9.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Obligations not otherwise itemized or categorized in the footnotes to the financial statements that are expected to be paid after one year (or the normal operating cycle, if longer), from the balance sheet date.", "label": "Other Sundry Liabilities, Noncurrent", "verboseLabel": "Other" } } }, "localname": "OtherSundryLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_ParticipatingSecuritiesDistributedAndUndistributedEarningsLossBasic": { "auth_ref": [ "r155" ], "calculation": { "http://www.dteenergy.com/role/EarningsPerShareDetails": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of earnings (loss) distributed and earnings (loss) allocated to participating securities for the basic earnings (loss) per share or per unit calculation under the two-class method.", "label": "Participating Securities, Distributed and Undistributed Earnings (Loss), Basic", "terseLabel": "Less: Allocation of earnings to net restricted stock awards" } } }, "localname": "ParticipatingSecuritiesDistributedAndUndistributedEarningsLossBasic", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/EarningsPerShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ParticipatingSecuritiesDistributedAndUndistributedEarningsLossDiluted": { "auth_ref": [ "r155" ], "calculation": { "http://www.dteenergy.com/role/EarningsPerShareDetails": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of earnings (loss) distributed and earnings (loss) allocated to participating securities for the diluted earnings (loss) per share or per unit calculation under the two-class method.", "label": "Participating Securities, Distributed and Undistributed Earnings (Loss), Diluted", "terseLabel": "Less: Allocation of earnings to net restricted stock awards" } } }, "localname": "ParticipatingSecuritiesDistributedAndUndistributedEarningsLossDiluted", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/EarningsPerShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForProceedsFromOtherInvestingActivities": { "auth_ref": [ "r110", "r114", "r142" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash (inflow) outflow from investing activities classified as other.", "label": "Payments for (Proceeds from) Other Investing Activities", "negatedTerseLabel": "Other" } } }, "localname": "PaymentsForProceedsFromOtherInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDividendsCommonStock": { "auth_ref": [ "r117" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash outflow in the form of ordinary dividends to common shareholders of the parent entity.", "label": "Payments of Ordinary Dividends, Common Stock", "negatedLabel": "Dividends paid on common stock" } } }, "localname": "PaymentsOfDividendsCommonStock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesGross": { "auth_ref": [ "r112", "r389" ], "calculation": { "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationConsiderationTransferred1", "weight": 1.0 }, "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow associated with the acquisition of business during the period. The cash portion only of the acquisition price.", "label": "Payments to Acquire Businesses, Gross", "negatedLabel": "Acquisitions related to Business Combinations, net of cash acquired", "verboseLabel": "Consideration paid for entity acquired, paid in cash" } } }, "localname": "PaymentsToAcquireBusinessesGross", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireEquityMethodInvestments": { "auth_ref": [ "r112" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow associated with the purchase of or advances to an equity method investments, which are investments in joint ventures and entities in which the entity has an equity ownership interest normally of 20 to 50 percent and exercises significant influence.", "label": "Payments to Acquire Equity Method Investments", "negatedTerseLabel": "Contributions to equity method investees" } } }, "localname": "PaymentsToAcquireEquityMethodInvestments", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireNotesReceivable": { "auth_ref": [ "r111" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow to acquire an agreement for an unconditional promise by the maker to pay the entity (holder) a definite sum of money at a future date. Such amount may include accrued interest receivable in accordance with the terms of the note. The note also may contain provisions including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among myriad other features and characteristics.", "label": "Payments to Acquire Notes Receivable", "negatedLabel": "Notes receivable" } } }, "localname": "PaymentsToAcquireNotesReceivable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireOtherInvestments": { "auth_ref": [ "r114" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash outflow to acquire investments classified as other.", "label": "Payments to Acquire Other Investments", "negatedLabel": "Investment in nuclear decommissioning trust funds" } } }, "localname": "PaymentsToAcquireOtherInvestments", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r113" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedLabel": "Plant and equipment expenditures" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToMinorityShareholders": { "auth_ref": [ "r119" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash outflow to a noncontrolling interest. Includes, but not limited to, reduction of noncontrolling interest ownership. Excludes dividends paid to the noncontrolling interest.", "label": "Payments to Noncontrolling Interests", "negatedLabel": "Distributions to noncontrolling interests" } } }, "localname": "PaymentsToMinorityShareholders", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PensionAndOtherPostretirementBenefitsDisclosureTextBlock": { "auth_ref": [ "r353" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for pension and other postretirement benefits.", "label": "Pension and Other Postretirement Benefits Disclosure [Text Block]", "terseLabel": "Retirement Benefits and Trusteed Assets" } } }, "localname": "PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssets" ], "xbrltype": "textBlockItemType" }, "us-gaap_PensionExpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cost (reversal of cost) for pension benefits. Excludes other postretirement benefits.", "label": "Pension Cost (Reversal of Cost)", "terseLabel": "Pension cost" } } }, "localname": "PensionExpense", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_PensionPlansDefinedBenefitMember": { "auth_ref": [ "r323", "r340", "r341", "r352" ], "lang": { "en-US": { "role": { "documentation": "Plan designed to provide participant with pension benefits. Includes, but is not limited to, defined benefit and defined contribution plans. Excludes other postretirement benefits.", "label": "Pension Plan [Member]", "terseLabel": "Pension Benefits" } } }, "localname": "PensionPlansDefinedBenefitMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails", "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_PortionAtFairValueFairValueDisclosureMember": { "auth_ref": [ "r469" ], "lang": { "en-US": { "role": { "documentation": "Measured at fair value for financial reporting purposes.", "label": "Portion at Fair Value Measurement [Member]", "terseLabel": "Portion at fair value measurement" } } }, "localname": "PortionAtFairValueFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PrepaidTaxes": { "auth_ref": [ "r6", "r8", "r250", "r251" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 9.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of asset related to consideration paid in advance for income and other taxes that provide economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Taxes", "terseLabel": "Prepaid property tax" } } }, "localname": "PrepaidTaxes", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PriorPeriodReclassificationAdjustmentDescription": { "auth_ref": [ "r0" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for reclassifications that affects the comparability of the financial statements.", "label": "Reclassification, Policy [Policy Text Block]", "terseLabel": "Reclassification" } } }, "localname": "PriorPeriodReclassificationAdjustmentDescription", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PrivateEquityFundsMember": { "auth_ref": [ "r331" ], "lang": { "en-US": { "role": { "documentation": "Investments held in private equity funds.", "label": "Private Equity Funds [Member]", "terseLabel": "Private equity and other" } } }, "localname": "PrivateEquityFundsMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_ProceedsFromEquityMethodInvestmentDividendsOrDistributionsReturnOfCapital": { "auth_ref": [ "r108", "r121" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of distribution received from equity method investee for return of investment, classified as investing activities. Excludes distribution for return on investment, classified as operating activities.", "label": "Proceeds from Equity Method Investment, Distribution, Return of Capital", "terseLabel": "Distributions from equity method investees" } } }, "localname": "ProceedsFromEquityMethodInvestmentDividendsOrDistributionsReturnOfCapital", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfLongTermDebt": { "auth_ref": [ "r115" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow from a debt initially having maturity due after one year or beyond the operating cycle, if longer.", "label": "Proceeds from Issuance of Long-term Debt", "netLabel": "Amount drawn down on loan", "verboseLabel": "Issuance of long-term debt, net of issuance costs" } } }, "localname": "ProceedsFromIssuanceOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited", "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromMinorityShareholders": { "auth_ref": [ "r116" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow from a noncontrolling interest. Includes, but is not limited to, purchase of additional shares or other increase in noncontrolling interest ownership.", "label": "Proceeds from Noncontrolling Interests", "terseLabel": "Contributions from noncontrolling interests, principally REF entities" } } }, "localname": "ProceedsFromMinorityShareholders", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromPaymentsForOtherFinancingActivities": { "auth_ref": [ "r116", "r119", "r142" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities classified as other.", "label": "Proceeds from (Payments for) Other Financing Activities", "verboseLabel": "Other" } } }, "localname": "ProceedsFromPaymentsForOtherFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleAndMaturityOfOtherInvestments": { "auth_ref": [ "r110" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow associated with the sale and maturity (principal being due) of other investments, prepayment and call (request of early payment) of other investments not otherwise defined in the taxonomy.", "label": "Proceeds from Sale and Maturity of Other Investments", "verboseLabel": "Proceeds from sale of nuclear decommissioning trust fund assets" } } }, "localname": "ProceedsFromSaleAndMaturityOfOtherInvestments", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleOfAvailableForSaleSecuritiesDebt": { "auth_ref": [ "r106", "r107", "r209" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow from sale of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Proceeds from Sale of Debt Securities, Available-for-sale", "terseLabel": "Proceeds from sale of securities" } } }, "localname": "ProceedsFromSaleOfAvailableForSaleSecuritiesDebt", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueGainsAndLossesAndProceedsFromSaleOfSecuritiesByNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleOfOtherProductiveAssets": { "auth_ref": [ "r109" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow from the sale of tangible or intangible assets used to produce goods or deliver services, classified as other.", "label": "Proceeds from Sale of Other Productive Assets", "terseLabel": "Proceeds from sale of assets" } } }, "localname": "ProceedsFromSaleOfOtherProductiveAssets", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromShortTermDebt": { "auth_ref": [ "r115" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow from a borrowing having initial term of repayment within one year or the normal operating cycle, if longer.", "label": "Proceeds from Short-term Debt", "terseLabel": "Short-term borrowings, net" } } }, "localname": "ProceedsFromShortTermDebt", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProductAndServiceOtherMember": { "auth_ref": [ "r318" ], "lang": { "en-US": { "role": { "documentation": "Article or substance produced by nature, labor or machinery and act of providing assistance, classified as other.", "label": "Product and Service, Other [Member]", "terseLabel": "Other" } } }, "localname": "ProductAndServiceOtherMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ProfitLoss": { "auth_ref": [ "r86", "r89", "r120", "r176", "r184", "r395", "r398", "r400", "r414", "r415" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 }, "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.", "label": "Net Income (Loss), Including Portion Attributable to Noncontrolling Interest", "terseLabel": "Net Income", "totalLabel": "Net Income", "verboseLabel": "Net Income" } } }, "localname": "ProfitLoss", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r38", "r265" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "verboseLabel": "Property, plant, and equipment" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r16", "r17", "r267", "r556" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "Long-lived assets used in producing electric output for sale", "totalLabel": "Property, plant, and equipment, net", "verboseLabel": "Property, plant, and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentNetAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Property, Plant and Equipment, Net [Abstract]", "verboseLabel": "Property" } } }, "localname": "PropertyPlantAndEquipmentNetAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_ProvisionForLoanLossesExpensed": { "auth_ref": [ "r229", "r532", "r535" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of credit loss expense (reversal of expense) for financing receivable.", "label": "Financing Receivable, Credit Loss, Expense (Reversal)", "terseLabel": "Current period provision" } } }, "localname": "ProvisionForLoanLossesExpensed", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PublicUtilitiesAllowanceForFundsUsedDuringConstructionCapitalizedCostOfEquity": { "auth_ref": [ "r579", "r580" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails": { "order": 4.0, "parentTag": "us-gaap_OtherNonoperatingIncome", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The component of the allowance for funds used during construction during the period based on an assumed rate of return on equity funds used in financing the construction of regulated assets.", "label": "Public Utilities, Allowance for Funds Used During Construction, Capitalized Cost of Equity", "negatedTerseLabel": "Allowance for equity funds used during construction", "terseLabel": "Allowance for equity funds used during construction" } } }, "localname": "PublicUtilitiesAllowanceForFundsUsedDuringConstructionCapitalizedCostOfEquity", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited", "http://www.dteenergy.com/role/SignificantAccountingPoliciesOtherIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PublicUtilitiesApprovedReturnOnEquityPercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Percentage of public utility's approved return on equity.", "label": "Public Utilities, Approved Return on Equity, Percentage", "terseLabel": "Return on equity percent" } } }, "localname": "PublicUtilitiesApprovedReturnOnEquityPercentage", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals" ], "xbrltype": "percentItemType" }, "us-gaap_PublicUtilitiesDisclosureTextBlock": { "auth_ref": [ "r581" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for public utilities.", "label": "Public Utilities Disclosure [Text Block]", "verboseLabel": "Regulatory Matters" } } }, "localname": "PublicUtilitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RegulatoryMatters" ], "xbrltype": "textBlockItemType" }, "us-gaap_PublicUtilitiesGeneralDisclosuresAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Public Utilities, General Disclosures [Abstract]" } } }, "localname": "PublicUtilitiesGeneralDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_PublicUtilitiesGeneralDisclosuresLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Public Utilities, General Disclosures [Line Items]", "terseLabel": "Public Utilities, General Disclosures [Line Items]" } } }, "localname": "PublicUtilitiesGeneralDisclosuresLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_PublicUtilitiesGeneralDisclosuresTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about regulation for public utility entities, including, but not limited to, rate requests, decommissioning costs and the amount of allowance for earnings on equity capitalized for rate making purposes.", "label": "Public Utilities General Disclosures [Table]", "terseLabel": "Public Utilities General Disclosures [Table]" } } }, "localname": "PublicUtilitiesGeneralDisclosuresTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_PublicUtilitiesRegulatoryProceedingAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by name of regulatory proceeding.", "label": "Public Utilities, Regulatory Proceeding [Axis]", "terseLabel": "Public Utilities, Regulatory Proceeding [Axis]" } } }, "localname": "PublicUtilitiesRegulatoryProceedingAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_PublicUtilitiesRegulatoryProceedingDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Proceeding with public utility's regulatory body.", "label": "Public Utilities, Regulatory Proceeding [Domain]", "terseLabel": "Public Utilities, Regulatory Proceeding [Domain]" } } }, "localname": "PublicUtilitiesRegulatoryProceedingDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_PublicUtilitiesRequestedRateIncreaseDecreaseAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of public utility's requested rate increase (decrease) with regulatory agency.", "label": "Public Utilities, Requested Rate Increase (Decrease), Amount", "terseLabel": "Requested rate increase" } } }, "localname": "PublicUtilitiesRequestedRateIncreaseDecreaseAmount", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_PublicUtilitiesRequestedReturnOnEquityPercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Percentage of public utility's requested return on equity.", "label": "Public Utilities, Requested Return on Equity, Percentage", "terseLabel": "Return on equity requested percent" } } }, "localname": "PublicUtilitiesRequestedReturnOnEquityPercentage", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals" ], "xbrltype": "percentItemType" }, "us-gaap_PublicUtilityAxis": { "auth_ref": [ "r37" ], "lang": { "en-US": { "role": { "documentation": "Information by type of utility plant.", "label": "Public Utility [Axis]", "terseLabel": "Public Utility [Axis]" } } }, "localname": "PublicUtilityAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RatioOfIndebtednessToNetCapital1": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indebtedness divided by net capital.", "label": "Ratio of Indebtedness to Net Capital", "terseLabel": "Ratio of indebtedness to net capital" } } }, "localname": "RatioOfIndebtednessToNetCapital1", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "pureItemType" }, "us-gaap_RealizedInvestmentGainsLossesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Realized Investment Gains (Losses) [Abstract]", "terseLabel": "Total gains (losses):" } } }, "localname": "RealizedInvestmentGainsLossesAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueReconciliationOfLevel3AssetsAndLiabilitiesAtFairValueOnRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReceivablesBillingStatusDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Amounts due from customers (or dealers) within the next year (or operating cycle, if longer) for goods or services that have been delivered or used, but not yet paid.", "label": "Receivables Billing Status [Domain]", "terseLabel": "Receivables Billing Status [Domain]" } } }, "localname": "ReceivablesBillingStatusDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_ReconciliationOfOperatingProfitLossFromSegmentsToConsolidatedTable": { "auth_ref": [ "r180", "r182" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about the reconciliation of profit (loss) from reportable segments to the consolidated income (loss) before income tax expense (benefit) and discontinued operations. Includes, but is not limited to, reconciliation after income tax if income tax is allocated to the reportable segment.", "label": "Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table]", "terseLabel": "Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table]" } } }, "localname": "ReconciliationOfOperatingProfitLossFromSegmentsToConsolidatedTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataNetIncomeLossAttributableToDteEnergyBySegmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReconciliationOfRevenueFromSegmentsToConsolidatedTable": { "auth_ref": [ "r179", "r182" ], "lang": { "en-US": { "role": { "documentation": "Identification, description, and amounts of all significant reconciling items in the reconciliation of total revenues from reportable segments to the entity's consolidated revenues.", "label": "Reconciliation of Revenue from Segments to Consolidated [Table]", "terseLabel": "Reconciliation of Revenue from Segments to Consolidated [Table]" } } }, "localname": "ReconciliationOfRevenueFromSegmentsToConsolidatedTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RegulatedAndUnregulatedOperatingRevenue": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The total amount of operating revenues recognized during the period.", "label": "Regulated and Unregulated Operating Revenue", "negatedLabel": "Revenues", "terseLabel": "Revenues", "totalLabel": "Operating Revenues" } } }, "localname": "RegulatedAndUnregulatedOperatingRevenue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RegulatedEntityOtherAssetsNoncurrentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Regulated Entity, Other Assets, Noncurrent [Abstract]", "verboseLabel": "Other Assets" } } }, "localname": "RegulatedEntityOtherAssetsNoncurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_RegulatedOperatingRevenue": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The total amount of regulated operating revenues recognized during the period.", "label": "Regulated Operating Revenue", "terseLabel": "Operating Revenues \u2014 Utility operations", "verboseLabel": "Utility operations" } } }, "localname": "RegulatedOperatingRevenue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RegulatoryAgencyAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by name of regulatory agency.", "label": "Regulatory Agency [Axis]", "terseLabel": "Regulatory Agency [Axis]" } } }, "localname": "RegulatoryAgencyAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_RegulatoryAgencyDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Organization that establishes and ensures compliance with rules or regulations.", "label": "Regulatory Agency [Domain]", "terseLabel": "Regulatory Agency [Domain]" } } }, "localname": "RegulatoryAgencyDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RegulatoryMattersDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_RegulatoryAssetsCurrent": { "auth_ref": [ "r577" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 7.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Carrying amount as of the balance sheet date of capitalized costs of regulated entities that are expected to be recovered through revenue sources within one year or the normal operating cycle, if longer. Such costs are capitalized if they meet both of the following criteria: a. It is probable that future revenue in an amount at least equal to the capitalized cost will result from inclusion of that cost in allowable costs for rate-making purposes. b. Based on available evidence, the future revenue will be provided to permit recovery of the previously incurred cost rather than to provide for expected levels of similar future costs. If the revenue will be provided through an automatic rate-adjustment clause, this criterion requires that the regulator's intent clearly be to permit recovery of the previously incurred cost.", "label": "Regulatory Assets, Current", "terseLabel": "Regulatory assets" } } }, "localname": "RegulatoryAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_RegulatoryAssetsNoncurrent": { "auth_ref": [ "r577" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 2.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Carrying amount as of the balance sheet date of capitalized costs of regulated entities that are not expected to be recovered through revenue sources within one year or the normal operating cycle if longer.", "label": "Regulatory Assets, Noncurrent", "verboseLabel": "Regulatory assets" } } }, "localname": "RegulatoryAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_RegulatoryLiabilityCurrent": { "auth_ref": [ "r578" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 7.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount for the individual regulatory current liability as itemized in a table of regulatory current liabilities as of the end of the period.", "label": "Regulatory Liability, Current", "terseLabel": "Regulatory liabilities" } } }, "localname": "RegulatoryLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_RegulatoryLiabilityNoncurrent": { "auth_ref": [ "r53" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 2.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount for the individual regulatory noncurrent liability as itemized in a table of regulatory noncurrent liabilities as of the end of the period.", "label": "Regulatory Liability, Noncurrent", "verboseLabel": "Regulatory liabilities" } } }, "localname": "RegulatoryLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r500" ], "lang": { "en-US": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]", "terseLabel": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r339", "r497", "r498", "r510", "r511", "r512", "r513", "r514", "r515", "r516", "r517", "r518", "r519", "r520", "r521" ], "lang": { "en-US": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]", "terseLabel": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails", "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_RepaymentsOfLongTermDebt": { "auth_ref": [ "r118" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer.", "label": "Repayments of Long-term Debt", "negatedLabel": "Redemption of long-term debt" } } }, "localname": "RepaymentsOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfShortTermDebt": { "auth_ref": [ "r118" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow for a borrowing having initial term of repayment within one year or the normal operating cycle, if longer.", "label": "Repayments of Short-term Debt", "negatedLabel": "Short-term borrowings, net" } } }, "localname": "RepaymentsOfShortTermDebt", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r3", "r14", "r127", "r132" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 10.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash and cash equivalents restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Restricted Cash and Cash Equivalents, Current", "terseLabel": "Restricted cash" } } }, "localname": "RestrictedCashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r29", "r309", "r553" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "verboseLabel": "Retained earnings" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Retained Earnings" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_RetirementPlanTypeAxis": { "auth_ref": [ "r323", "r324", "r340", "r341", "r352" ], "lang": { "en-US": { "role": { "documentation": "Information by type of retirement benefit plan. Includes, but is not limited to, retirement benefit arrangement for defined benefit pension and other postretirement plans, retirement benefit arrangement for defined contribution pension and other postretirement plans, and special and contractual termination benefits payable upon retirement.", "label": "Retirement Plan Type [Axis]", "terseLabel": "Retirement Plan Type [Axis]" } } }, "localname": "RetirementPlanTypeAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails", "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_RetirementPlanTypeDomain": { "auth_ref": [ "r323", "r324", "r340", "r341", "r352" ], "lang": { "en-US": { "role": { "documentation": "Type of plan designed to provide participants with retirement benefits. Includes, but is not limited to, retirement benefit arrangement for defined benefit pension and other postretirement plans, retirement benefit arrangement for defined contribution pension and other postretirement plans, and special and contractual termination benefits payable upon retirement.", "label": "Retirement Plan Type [Domain]", "terseLabel": "Retirement Plan Type [Domain]" } } }, "localname": "RetirementPlanTypeDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails", "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Revenue from Contract with Customer [Abstract]" } } }, "localname": "RevenueFromContractWithCustomerAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_RevenueFromContractWithCustomerTextBlock": { "auth_ref": [ "r322" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.", "label": "Revenue from Contract with Customer [Text Block]", "terseLabel": "Revenue" } } }, "localname": "RevenueFromContractWithCustomerTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/Revenue" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueRemainingPerformanceObligation": { "auth_ref": [ "r313" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of transaction price allocated to performance obligation that has not been recognized as revenue.", "label": "Revenue, Remaining Performance Obligation, Amount", "terseLabel": "Remaining performance obligation" } } }, "localname": "RevenueRemainingPerformanceObligation", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueExpectedRecognitionOfDeferredRevenueDetails", "http://www.dteenergy.com/role/RevenueExpectedTimingOfPerformanceObligationSatisfactionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueExpectedRecognitionOfDeferredRevenueDetails", "http://www.dteenergy.com/role/RevenueExpectedTimingOfPerformanceObligationSatisfactionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1": { "auth_ref": [ "r314" ], "lang": { "en-US": { "role": { "documentation": "Period in which remaining performance obligation is expected to be recognized as revenue, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period", "terseLabel": "Remaining performance obligation, expected timing of satisfaction" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueExpectedRecognitionOfDeferredRevenueDetails", "http://www.dteenergy.com/role/RevenueExpectedTimingOfPerformanceObligationSatisfactionDetails" ], "xbrltype": "durationItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis": { "auth_ref": [ "r314" ], "lang": { "en-US": { "role": { "documentation": "Start date of time band for expected timing of satisfaction of remaining performance obligation, in CCYY-MM-DD format.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueExpectedRecognitionOfDeferredRevenueDetails", "http://www.dteenergy.com/role/RevenueExpectedTimingOfPerformanceObligationSatisfactionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about expected timing for satisfying remaining performance obligation.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table]" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueExpectedRecognitionOfDeferredRevenueDetails", "http://www.dteenergy.com/role/RevenueExpectedTimingOfPerformanceObligationSatisfactionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTableTextBlock": { "auth_ref": [ "r314" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of expected timing for satisfying remaining performance obligation.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block]", "terseLabel": "Deferred Revenue Amounts Expected to be Recognized as Revenue in Future Periods" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RevenueTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenuesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Revenues [Abstract]", "terseLabel": "Operating Revenues" } } }, "localname": "RevenuesAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_RevolvingCreditFacilityMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Arrangement in which loan proceeds can continuously be obtained following repayments, but the total amount borrowed cannot exceed a specified maximum amount.", "label": "Revolving Credit Facility [Member]", "terseLabel": "Revolving credit facility" } } }, "localname": "RevolvingCreditFacilityMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SalesMember": { "auth_ref": [ "r436" ], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing revenue from sale of goods and services rendered in the normal course of business.", "label": "Sales [Member]", "terseLabel": "Operating Revenues \u2014 Non-utility operations" } } }, "localname": "SalesMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsEffectOfDerivativesNotDesignatedAsHedgingInstrumentsOnConsolidatedStatementOfOperationsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivableMaturityTableTextBlock": { "auth_ref": [ "r489" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of maturity of undiscounted cash flows to be received on annual basis for sales-type and direct financing leases receivable. Includes, but is not limited to, reconciliation to lease receivable recognized in statement of financial position.", "label": "Sales-type and Direct Financing Leases, Lease Receivable, Maturity [Table Text Block]", "terseLabel": "Components of Net Investment in Finance Leases" } } }, "localname": "SalesTypeAndDirectFinancingLeasesLeaseReceivableMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceived": { "auth_ref": [ "r489" ], "calculation": { "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails": { "order": 1.0, "parentTag": "us-gaap_NetInvestmentInLease", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of undiscounted cash flows to be received by lessor for sales-type and direct financing leases.", "label": "Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received", "totalLabel": "Total minimum future lease receipts" } } }, "localname": "SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceived", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedFiveYears": { "auth_ref": [ "r489" ], "calculation": { "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails": { "order": 5.0, "parentTag": "us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceived", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of undiscounted cash flows to be received by lessor for sales-type and direct financing leases in fifth fiscal year following latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest statement of financial position date.", "label": "Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Five Years", "terseLabel": "2024" } } }, "localname": "SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedFiveYears", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedFourYears": { "auth_ref": [ "r489" ], "calculation": { "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails": { "order": 4.0, "parentTag": "us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceived", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of undiscounted cash flows to be received by lessor for sales-type and direct financing leases in fourth fiscal year following latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Four Years", "terseLabel": "2023" } } }, "localname": "SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedFourYears", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedRemainderOfFiscalYear": { "auth_ref": [ "r489" ], "calculation": { "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails": { "order": 1.0, "parentTag": "us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceived", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of undiscounted cash flows to be received by lessor for sales-type and direct financing leases in remainder of the fiscal year following latest fiscal year. Excludes interim and annual period when interim periods are reported on a rolling approach, from latest statement of financial position date.", "label": "Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Remainder of Fiscal Year", "terseLabel": "2020" } } }, "localname": "SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedRemainderOfFiscalYear", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedThereafter": { "auth_ref": [ "r489" ], "calculation": { "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails": { "order": 6.0, "parentTag": "us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceived", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of undiscounted cash flows to be received by lessor for sales-type and direct financing leases after fifth fiscal year following latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest statement of financial position date.", "label": "Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Thereafter", "terseLabel": "2025 and Thereafter" } } }, "localname": "SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedThereafter", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedThreeYears": { "auth_ref": [ "r489" ], "calculation": { "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails": { "order": 3.0, "parentTag": "us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceived", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of undiscounted cash flows to be received by lessor for sales-type and direct financing leases in third fiscal year following latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest statement of financial position date.", "label": "Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Three Years", "terseLabel": "2022" } } }, "localname": "SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedThreeYears", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedTwoYears": { "auth_ref": [ "r489" ], "calculation": { "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails": { "order": 2.0, "parentTag": "us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceived", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of undiscounted cash flows to be received by lessor for sales-type and direct financing leases in second fiscal year following latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest statement of financial position date.", "label": "Sales-type and Direct Financing Leases, Lease Receivable, Payments to be Received, Two Years", "terseLabel": "2021" } } }, "localname": "SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedTwoYears", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LeasesComponentsOfNetInvestmentInFinanceLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ScheduleOfAvailableForSaleSecuritiesLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Securities, Available-for-sale [Line Items]", "terseLabel": "Debt Securities, Available-for-sale [Line Items]" } } }, "localname": "ScheduleOfAvailableForSaleSecuritiesLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails", "http://www.dteenergy.com/role/FairValueGainsAndLossesAndProceedsFromSaleOfSecuritiesByNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTable": { "auth_ref": [ "r377", "r378" ], "lang": { "en-US": { "role": { "documentation": "Schedule reflecting each material business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities.", "label": "Schedule of Business Acquisitions, by Acquisition [Table]", "terseLabel": "Schedule of Business Acquisitions, by Acquisition [Table]" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfDefinedBenefitPlansDisclosuresTable": { "auth_ref": [ "r340", "r341", "r342", "r343", "r351" ], "lang": { "en-US": { "role": { "documentation": "Disclosures about an individual defined benefit pension plan or an other postretirement defined benefit plan. It may be appropriate to group certain similar plans. Also includes schedule for fair value of plan assets by major categories of plan assets by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), Significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Defined Benefit Plans Disclosures [Table]", "terseLabel": "Schedule of Defined Benefit Plans Disclosures [Table]" } } }, "localname": "ScheduleOfDefinedBenefitPlansDisclosuresTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfDerivativeInstrumentsGainLossInStatementOfFinancialPerformanceTextBlock": { "auth_ref": [ "r425", "r432", "r438" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the location and amount of derivative instruments and nonderivative instruments designated as hedging instruments reported before netting adjustments, and the amount of gain (loss) on derivative instruments and nonderivative instruments designated and qualified as hedging instruments.", "label": "Derivative Instruments, Gain (Loss) [Table Text Block]", "verboseLabel": "Gain (Loss) Recognized in Income on Derivatives" } } }, "localname": "ScheduleOfDerivativeInstrumentsGainLossInStatementOfFinancialPerformanceTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock": { "auth_ref": [ "r430" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the location and fair value amounts of derivative instruments (and nonderivative instruments that are designated and qualify as hedging instruments) reported in the statement of financial position.", "label": "Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]", "verboseLabel": "Fair Value of Derivative Instruments" } } }, "localname": "ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FinancialAndOtherDerivativeInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r160" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Schedule of Earnings Per Share, Basic and Diluted" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/EarningsPerShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfErrorCorrectionsAndPriorPeriodAdjustmentRestatementTable": { "auth_ref": [ "r146", "r147", "r148" ], "lang": { "en-US": { "role": { "documentation": "Schedule of prior period adjustments to correct an error in previously issued financial statements. The disclosure may include, but is not limited to: (1) the effect of the correction on each financial statement line item and any per-share amounts affected for each prior period presented (2) the cumulative effect of the change on retained earnings or other appropriate components of equity or net assets in the statement of financial position, as of the beginning of the earliest period presented, and (3) the effect of the prior period adjustment (both gross and net of applicable income tax) on the net income of each prior period presented in the entity's annual report for the year in which the adjustments are made. This table can be used to disclose the amounts as previously reported and the effect of the correction or other adjustment on per line item or per share amount basis. This table uses as its line items financial statement line items that are affected by prior period adjustments.", "label": "Schedule of Error Corrections and Prior Period Adjustment Restatement [Table]", "terseLabel": "Schedule of Error Corrections and Prior Period Adjustment Restatement [Table]" } } }, "localname": "ScheduleOfErrorCorrectionsAndPriorPeriodAdjustmentRestatementTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock": { "auth_ref": [ "r451", "r452" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]", "verboseLabel": "Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis" } } }, "localname": "ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFinancingReceivableAllowanceForCreditLossesTable": { "auth_ref": [ "r233" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about allowance for credit loss on financing receivable.", "label": "Financing Receivable, Allowance for Credit Loss [Table]", "terseLabel": "Financing Receivable, Allowance for Credit Loss [Table]" } } }, "localname": "ScheduleOfFinancingReceivableAllowanceForCreditLossesTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFinancingReceivableRecordedInvestmentCreditQualityIndicatorTable": { "auth_ref": [ "r237", "r242" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about credit quality indicator for financing receivable.", "label": "Financing Receivable, Credit Quality Indicator [Table]", "terseLabel": "Financing Receivable, Credit Quality Indicator [Table]" } } }, "localname": "ScheduleOfFinancingReceivableRecordedInvestmentCreditQualityIndicatorTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesFinancingReceivablesClassifiedByInternalGradeOfCreditRiskDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfLineOfCreditFacilitiesTextBlock": { "auth_ref": [ "r44", "r136" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of short-term or long-term contractual arrangements with lenders, including letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line.", "label": "Schedule of Line of Credit Facilities [Table Text Block]", "terseLabel": "Schedule of Line of Credit Facilities" } } }, "localname": "ScheduleOfLineOfCreditFacilitiesTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfNetBenefitCostsTableTextBlock": { "auth_ref": [ "r333" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the components of net benefit costs for pension plans and/or other employee benefit plans including service cost, interest cost, expected return on plan assets, gain (loss), prior service cost or credit, transition asset or obligation, and gain (loss) recognized due to settlements or curtailments.", "label": "Schedule of Net Benefit Costs [Table Text Block]", "terseLabel": "Schedule of Net Periodic Benefit Costs (Credits)" } } }, "localname": "ScheduleOfNetBenefitCostsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/RetirementBenefitsAndTrusteedAssetsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfOtherNonoperatingIncomeByComponentTextBlock": { "auth_ref": [ "r104" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the detailed components of other nonoperating income. May include methodology, assumptions and amounts for: (a) dividends, (b) interest on securities, (c) profits on securities (net of losses), and (d) miscellaneous other income items.", "label": "Schedule of Other Nonoperating Income, by Component [Table Text Block]", "terseLabel": "Schedule of Other Income" } } }, "localname": "ScheduleOfOtherNonoperatingIncomeByComponentTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRealizedGainLossTableTextBlock": { "auth_ref": [ "r220" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the proceeds from sales of available-for-sale securities and the gross realized gains and gross realized losses that have been included in earnings as a result of those sales.", "label": "Schedule of Realized Gain (Loss) [Table Text Block]", "terseLabel": "Schedule of Realized Gains and Losses and Proceeds from Sale of Securities by Nuclear Decommissioning Trust Funds" } } }, "localname": "ScheduleOfRealizedGainLossTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock": { "auth_ref": [ "r381" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.", "label": "Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]", "terseLabel": "Schedule of Final Purchase Price Allocation" } } }, "localname": "ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTable": { "auth_ref": [ "r169", "r176", "r178", "r181", "r255" ], "lang": { "en-US": { "role": { "documentation": "A table disclosing the profit or loss and total assets for each reportable segment of the entity. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table]", "terseLabel": "Schedule of Segment Reporting Information, by Segment [Table]" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTextBlock": { "auth_ref": [ "r169", "r176", "r178", "r181", "r255" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table Text Block]", "terseLabel": "Schedule of Segment Reporting Information, by Segment" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SegmentAndRelatedInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShortTermDebtTable": { "auth_ref": [ "r45" ], "lang": { "en-US": { "role": { "documentation": "A table or schedule providing information pertaining to borrowings under which repayment was required in less than twelve months (or normal operating cycle, if longer) after its issuance. It may include: (1) description of the short-term debt arrangement; (2) identification of the lender or type of lender; (3) repayment terms; (4) weighted average interest rate; (5) carrying amount of funds borrowed under the specified short-term debt arrangement as of the balance sheet date and measures of the maximum and average amount outstanding during the period; (6) description of the refinancing of a short-term obligation when that obligation is excluded from current liabilities in the balance sheet; and (7) amount of a short-term obligation that has been excluded from current liabilities in the balance sheet because of a refinancing of the obligation.", "label": "Schedule of Short-term Debt [Table]", "terseLabel": "Schedule of Short-term Debt [Table]" } } }, "localname": "ScheduleOfShortTermDebtTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfVariableInterestEntitiesTable": { "auth_ref": [ "r403", "r406", "r409", "r411", "r412" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of qualitative and quantitative information related to variable interests the entity holds, whether or not such variable interest entity (VIE) is included in the reporting entity's consolidated financial statements. Includes, but is not limited to, description of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a tabular comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.", "label": "Schedule of Variable Interest Entities [Table]", "terseLabel": "Schedule of Variable Interest Entities [Table]" } } }, "localname": "ScheduleOfVariableInterestEntitiesTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationNonConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfVariableInterestEntitiesTextBlock": { "auth_ref": [ "r403", "r406", "r409", "r411", "r412" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.", "label": "Schedule of Variable Interest Entities [Table Text Block]", "terseLabel": "Schedule of Variable Interest Entities" } } }, "localname": "ScheduleOfVariableInterestEntitiesTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Segments [Domain]", "terseLabel": "Segments [Domain]" } } }, "localname": "SegmentDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails", "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals", "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataNetIncomeLossAttributableToDteEnergyBySegmentDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentReportingAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Segment Reporting [Abstract]" } } }, "localname": "SegmentReportingAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingDisclosureTextBlock": { "auth_ref": [ "r187" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.", "label": "Segment Reporting Disclosure [Text Block]", "verboseLabel": "Segment and Related Information" } } }, "localname": "SegmentReportingDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SegmentAndRelatedInformation" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingInformationLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Segment Reporting Information [Line Items]", "terseLabel": "Segment Reporting Information [Line Items]" } } }, "localname": "SegmentReportingInformationLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingReconcilingItemForOperatingProfitLossFromSegmentToConsolidatedLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]", "terseLabel": "Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]" } } }, "localname": "SegmentReportingReconcilingItemForOperatingProfitLossFromSegmentToConsolidatedLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataNetIncomeLossAttributableToDteEnergyBySegmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingRevenueReconcilingItemLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Segment Reporting, Revenue Reconciling Item [Line Items]", "terseLabel": "Segment Reporting, Revenue Reconciling Item [Line Items]" } } }, "localname": "SegmentReportingRevenueReconcilingItemLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SeniorNotesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Bond that takes priority over other debt securities sold by the issuer. In the event the issuer goes bankrupt, senior debt holders receive priority for (must receive) repayment prior to (relative to) junior and unsecured (general) creditors.", "label": "Senior Notes [Member]", "terseLabel": "Senior Notes" } } }, "localname": "SeniorNotesMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/LongTermDebtScheduleOfDebtRedeemedDetails", "http://www.dteenergy.com/role/LongTermDebtScheduleOfIssuedDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShortTermBorrowings": { "auth_ref": [ "r19", "r526", "r552" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Reflects the total carrying amount as of the balance sheet date of debt having initial terms less than one year or the normal operating cycle, if longer.", "label": "Short-term Debt", "verboseLabel": "Short-term borrowings" } } }, "localname": "ShortTermBorrowings", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShortTermBorrowingsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Short-term Debt [Abstract]", "terseLabel": "Short-term borrowings" } } }, "localname": "ShortTermBorrowingsAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_ShortTermDebtLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Short-term Debt [Line Items]", "terseLabel": "Short-term Debt [Line Items]" } } }, "localname": "ShortTermDebtLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_ShortTermDebtTextBlock": { "auth_ref": [ "r303" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for short-term debt.", "label": "Short-term Debt [Text Block]", "verboseLabel": "Short-Term Credit Arrangements and Borrowings" } } }, "localname": "ShortTermDebtTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowings" ], "xbrltype": "textBlockItemType" }, "us-gaap_ShorttermDebtFairValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item represents the amount of short-term debt existing as of the balance sheet date.", "label": "Short-term Debt, Fair Value", "terseLabel": "Short-term borrowings" } } }, "localname": "ShorttermDebtFairValue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r143" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for all significant accounting policies of the reporting entity.", "label": "Significant Accounting Policies [Text Block]", "terseLabel": "Significant Accounting Policies" } } }, "localname": "SignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_StatementBusinessSegmentsAxis": { "auth_ref": [ "r1", "r176", "r255", "r270", "r278", "r279", "r563" ], "lang": { "en-US": { "role": { "documentation": "Information by business segments.", "label": "Segments [Axis]", "terseLabel": "Segments [Axis]" } } }, "localname": "StatementBusinessSegmentsAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationElectricSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationGasStorageAndPipelinesSegmentAcquisitionDetails", "http://www.dteenergy.com/role/AcquisitionsPurchasePriceAllocationPowerAndIndustrialSegmentAcquisitionDetails", "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals", "http://www.dteenergy.com/role/RevenueDisaggregationOfRevenueDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataInterSegmentBillingDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataNetIncomeLossAttributableToDteEnergyBySegmentDetails", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r25", "r26", "r27", "r304" ], "lang": { "en-US": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]", "terseLabel": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r56", "r304" ], "lang": { "en-US": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]", "verboseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnauditedParentheticals", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnauditedParenthetical", "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "http://www.dteenergy.com/role/DocumentAndEntityInformation" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statement of Comprehensive Income [Abstract]" } } }, "localname": "StatementOfIncomeAndComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfCashFlowsUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfComprehensiveIncomeUnauditedParentheticals", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnauditedParenthetical", "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssuedDuringPeriodSharesEmployeeBenefitPlan": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of shares issued during the period to an employee benefit plan, such as a defined contribution or defined benefit plan.", "label": "Stock Issued During Period, Shares, Employee Benefit Plan", "verboseLabel": "Contribution of common stock to pension plan (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesEmployeeBenefitPlan", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueEmployeeBenefitPlan": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Value of shares issued during the period to an employee benefit plan, such as a defined contribution or defined benefit plan.", "label": "Stock Issued During Period, Value, Employee Benefit Plan", "terseLabel": "Contribution of common stock to pension plan" } } }, "localname": "StockIssuedDuringPeriodValueEmployeeBenefitPlan", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r27", "r30", "r31", "r204" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance", "totalLabel": "Total DTE Energy/DTE Electric Company Equity" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "verboseLabel": "Equity" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r393", "r394", "r413" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.", "label": "Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance", "totalLabel": "Total Equity" } } }, "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited", "http://www.dteenergy.com/role/ConsolidatedStatementsOfFinancialPositionUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityOther": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "This element represents movements included in the statement of changes in stockholders' equity which are not separately disclosed or provided for elsewhere in the taxonomy.", "label": "Stockholders' Equity, Other", "negatedTerseLabel": "Stock-based compensation, net distributions to (contributions from) noncontrolling interests, and other" } } }, "localname": "StockholdersEquityOther", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityOtherShares": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of increase (decrease) in shares of stock classified as other.", "label": "Stockholders' Equity, Other Shares", "terseLabel": "Stock-based compensation, net distributions to (contributions from) noncontrolling interests, and other (in shares)" } } }, "localname": "StockholdersEquityOtherShares", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfChangesInEquityUnaudited" ], "xbrltype": "sharesItemType" }, "us-gaap_SubsequentEventMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event [Member]", "verboseLabel": "Subsequent Event" } } }, "localname": "SubsequentEventMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r501" ], "lang": { "en-US": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]", "terseLabel": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r501" ], "lang": { "en-US": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]", "terseLabel": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_SuretyBondMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "An obligation arising from a three-party agreement that legally binds together a principal who needs the bond, an obligee who requires the bond and a surety company that sells the bond.", "label": "Surety Bond [Member]", "terseLabel": "Performance surety bonds" } } }, "localname": "SuretyBondMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_TaxesExcludingIncomeAndExciseTaxes": { "auth_ref": [ "r105" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 4.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "All taxes not related to income of the entity or excise or sales taxes levied on the revenue of the entity that are not reported elsewhere. These taxes could include production, real estate, personal property, and pump tax.", "label": "Taxes, Miscellaneous", "terseLabel": "Taxes other than income" } } }, "localname": "TaxesExcludingIncomeAndExciseTaxes", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_ThresholdPeriodPastDueForWriteoffOfTradeAccountsReceivable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Threshold period past due for trade accounts receivable to write off as uncollectible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Threshold Period Past Due for Write-off of Trade Accounts Receivable", "terseLabel": "Threshold period past due for write-off of trade accounts receivable" } } }, "localname": "ThresholdPeriodPastDueForWriteoffOfTradeAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "durationItemType" }, "us-gaap_TradeAccountsReceivableMember": { "auth_ref": [ "r57" ], "lang": { "en-US": { "role": { "documentation": "Amount due from customers or clients for goods or services that have been delivered or sold in the normal course of business.", "label": "Trade Accounts Receivable [Member]", "terseLabel": "Trade accounts receivable" } } }, "localname": "TradeAccountsReceivableMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesRollForwardOfActivityForFinancingReceivablesCreditLossReservesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "auth_ref": [ "r508" ], "lang": { "en-US": { "role": { "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.", "label": "Financial Instruments [Domain]", "terseLabel": "Financial Instruments [Domain]" } } }, "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueAssetsAndLiabilitiesRecordedAtFairValueOnRecurringBasisDetails", "http://www.dteenergy.com/role/FairValueFairValueAndUnrealizedGainsAndLossesForNuclearDecommissioningTrustFundsDetails", "http://www.dteenergy.com/role/FairValueFairValueFairValueOfFixedIncomeSecuritiesHeldInNuclearDecommissioningTrustFundsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TypeOfAdoptionMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Adoption and early adoption of sources of change to generally accepted accounting principles (GAAP) in the United States. The FASB released the FASB Accounting Standards Codification as the authoritative source of literature effective for interim and annual periods ending after September 15, 2009. As part of the Codification process, the FASB issues Accounting Standards Updates to amend the Codification but otherwise the Accounting Standards Updates are not authoritative in their own right. All previous accounting standards (such as FASB Statements of Financial Accounting Standards, FASB Interpretations, FASB Staff Positions, Emerging Issues Task Force Consensuses, other pronouncements of the FASB or other designated bodies, or other forms of GAAP are considered accounting pronouncements) were superseded upon the adoption of the Codification. For an interim period, references to the superseded standards are included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.", "label": "Type of Adoption [Domain]", "terseLabel": "Type of Adoption [Domain]" } } }, "localname": "TypeOfAdoptionMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_UnbilledRevenuesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Unbilled amounts due for services rendered or products shipped. This element is distinct from unbilled contracts receivables because this is based on noncontract transactions.", "label": "Unbilled Revenues [Member]", "terseLabel": "Unbilled Revenues" } } }, "localname": "UnbilledRevenuesMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_UnfundedLoanCommitmentMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Undisbursed funds of a credit facility in which the borrower may draw upon.", "label": "Unfunded Loan Commitment [Member]", "terseLabel": "Revolving Term Credit Facility" } } }, "localname": "UnfundedLoanCommitmentMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r359", "r366" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "verboseLabel": "Unrecognized tax benefits" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/SignificantAccountingPoliciesDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnregulatedOperatingRevenue": { "auth_ref": [], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount of unregulated operating revenues recognized during the period.", "label": "Unregulated Operating Revenue", "terseLabel": "Non-utility operations", "verboseLabel": "Operating Revenues \u2014 Non-utility operations" } } }, "localname": "UnregulatedOperatingRevenue", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/AcquisitionsDetailsTextuals", "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "http://www.dteenergy.com/role/SegmentAndRelatedInformationFinancialDataOperatingRevenuesIncludingInterSegmentRevenuesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnsecuredDebtMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Debt obligation not collateralized by pledge of, mortgage of or other lien on the entity's assets.", "label": "Unsecured Debt [Member]", "verboseLabel": "Unsecured term loan" } } }, "localname": "UnsecuredDebtMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/LongTermDebtDetailsTextuals", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetails", "http://www.dteenergy.com/role/ShortTermCreditArrangementsAndBorrowingsDetailsTextuals" ], "xbrltype": "domainItemType" }, "us-gaap_UtilitiesOperatingExpenseDepreciationAndAmortization": { "auth_ref": [ "r101" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 3.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of operating expense for depreciation and amortization of regulated operation.", "label": "Utilities Operating Expense, Depreciation and Amortization", "terseLabel": "Depreciation and amortization" } } }, "localname": "UtilitiesOperatingExpenseDepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_UtilitiesOperatingExpenseMaintenanceAndOperations": { "auth_ref": [ "r101" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 2.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of operating expense for routine plant maintenance, repairs and operations of regulated operation.", "label": "Utilities Operating Expense, Maintenance and Operations", "verboseLabel": "Operation and maintenance" } } }, "localname": "UtilitiesOperatingExpenseMaintenanceAndOperations", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_UtilitiesOperatingExpenseProductsAndServices": { "auth_ref": [ "r101" ], "calculation": { "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited": { "order": 1.0, "parentTag": "us-gaap_CostsAndExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of operating expense for products and services of regulated operation.", "label": "Utilities Operating Expense, Products and Services", "terseLabel": "Fuel, purchased power, and gas \u2014 utility" } } }, "localname": "UtilitiesOperatingExpenseProductsAndServices", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_UtilityPlantDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Plant owned by a utility entity used in the operations of the entity.", "label": "Utility Plant [Domain]", "terseLabel": "Utility Plant [Domain]" } } }, "localname": "UtilityPlantDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueFairValueOfNuclearDecommissioningTrustFundAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ValuationTechniqueAxis": { "auth_ref": [ "r454" ], "lang": { "en-US": { "role": { "documentation": "Information by valuation approach and technique.", "label": "Valuation Approach and Technique [Axis]", "terseLabel": "Valuation Approach and Technique [Axis]" } } }, "localname": "ValuationTechniqueAxis", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ValuationTechniqueDiscountedCashFlowMember": { "auth_ref": [ "r454" ], "lang": { "en-US": { "role": { "documentation": "Valuation technique calculating present value of future cash flows.", "label": "Valuation Technique, Discounted Cash Flow [Member]", "terseLabel": "Discounted Cash Flow" } } }, "localname": "ValuationTechniqueDiscountedCashFlowMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ValuationTechniqueDomain": { "auth_ref": [ "r454" ], "lang": { "en-US": { "role": { "documentation": "Valuation approach and technique.", "label": "Valuation Approach and Technique [Domain]", "terseLabel": "Valuation Approach and Technique [Domain]" } } }, "localname": "ValuationTechniqueDomain", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/FairValueUnobservableInputsRelatedToLevel3AssetsAndLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_VariableInterestEntityConsolidatedCarryingAmountAssetsAndLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract]", "terseLabel": "Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract]" } } }, "localname": "VariableInterestEntityConsolidatedCarryingAmountAssetsAndLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationTables" ], "xbrltype": "stringItemType" }, "us-gaap_VariableInterestEntityEntityMaximumLossExposureAmount": { "auth_ref": [ "r405", "r410" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The reporting entity's maximum amount of exposure to loss as a result of its involvement with the Variable Interest Entity (VIE).", "label": "Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount", "terseLabel": "Significant potential exposure" } } }, "localname": "VariableInterestEntityEntityMaximumLossExposureAmount", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationDetailsTextuals" ], "xbrltype": "monetaryItemType" }, "us-gaap_VariableInterestEntityLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Variable Interest Entity [Line Items]", "terseLabel": "Variable Interest Entity [Line Items]" } } }, "localname": "VariableInterestEntityLineItems", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails", "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationNonConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableInterestEntityNotPrimaryBeneficiaryMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Variable Interest Entities (VIE) in which the entity does not have a controlling financial interest (as defined) and of which it is therefore not the primary beneficiary. VIEs of which the entity is not the primary beneficiary because it does not have the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and for which it does not have the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE are not included in the consolidated financial statements of the entity.", "label": "Variable Interest Entity, Not Primary Beneficiary [Member]", "terseLabel": "Variable interest entity, non-consolidated" } } }, "localname": "VariableInterestEntityNotPrimaryBeneficiaryMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationNonConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_VariableInterestEntityOwnershipPercentage": { "auth_ref": [ "r408" ], "lang": { "en-US": { "role": { "documentation": "Percentage of the Variable Interest Entity's (VIE) voting interest owned by (or beneficial interest in) the reporting entity (directly or indirectly).", "label": "Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage", "terseLabel": "VIE ownership percentage" } } }, "localname": "VariableInterestEntityOwnershipPercentage", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/OrganizationAndBasisOfPresentationConsolidatedVariableInterestEntitiesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_WeightedAverageNumberDilutedSharesOutstandingAdjustment": { "auth_ref": [ "r158" ], "lang": { "en-US": { "role": { "documentation": "The sum of dilutive potential common shares or units used in the calculation of the diluted per-share or per-unit computation.", "label": "Weighted Average Number Diluted Shares Outstanding Adjustment", "terseLabel": "Average dilutive equity units, performance share awards, and stock options (in shares)" } } }, "localname": "WeightedAverageNumberDilutedSharesOutstandingAdjustment", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/EarningsPerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberDilutedSharesOutstandingAdjustmentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]", "terseLabel": "Incremental shares attributable to:" } } }, "localname": "WeightedAverageNumberDilutedSharesOutstandingAdjustmentAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/EarningsPerShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r153", "r158" ], "lang": { "en-US": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Average number of common shares outstanding \u2014 diluted (in shares)", "verboseLabel": "Diluted (in shares)" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "http://www.dteenergy.com/role/EarningsPerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Weighted Average Number of Shares Outstanding, Diluted [Abstract]", "verboseLabel": "Weighted Average Common Shares Outstanding" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingAbstract", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r151", "r158" ], "lang": { "en-US": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Average number of common shares outstanding \u2014 basic (in shares)", "verboseLabel": "Basic (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/ConsolidatedStatementsOfOperationsUnaudited", "http://www.dteenergy.com/role/EarningsPerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WorkforceSubjectToCollectiveBargainingArrangementsMember": { "auth_ref": [ "r166" ], "lang": { "en-US": { "role": { "documentation": "The number of employees covered by a collective bargaining agreement as of the balance sheet date, when it serves as a benchmark in a concentration of risk calculation.", "label": "Workforce Subject to Collective Bargaining Arrangements [Member]", "terseLabel": "Workforce subject to collective bargaining arrangements" } } }, "localname": "WorkforceSubjectToCollectiveBargainingArrangementsMember", "nsuri": "http://fasb.org/us-gaap/2019-01-31", "presentation": [ "http://www.dteenergy.com/role/CommitmentsAndContingenciesDetailsTextuals" ], "xbrltype": "domainItemType" } }, "unitCount": 16 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=6359566&loc=d3e326-107755" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=118951113&loc=d3e6904-107765" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2(b))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7(b))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7(c),9(a))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3151-108585" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3179-108585" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3179-108585" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3179-108585" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=118951113&loc=d3e6911-107765" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3179-108585" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3213-108585" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3213-108585" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3213-108585" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3213-108585" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3255-108585" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3255-108585" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3291-108585" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3291-108585" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3291-108585" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=118951113&loc=d3e6935-107765" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3000-108585" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "21D", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=SL94080555-108585" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3521-108585" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3536-108585" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3602-108585" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3602-108585" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3602-108585" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3044-108585" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=d3e4273-108586" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=d3e4304-108586" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=118951113&loc=d3e7018-107765" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=d3e4313-108586" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=d3e4332-108586" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=SL98516268-108586" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18780-107790" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(iii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(e),(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h)(2))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(k)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(n)(2))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(n)(7))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(n))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e24072-122690" }, "r143": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794" }, "r149": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "250", "URI": "http://asc.fasb.org/topic&trid=2122394" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(12))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "255", "URI": "http://asc.fasb.org/extlink&oid=82838779&loc=d3e2408-110839" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=117326831&loc=d3e1448-109256" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=117326831&loc=d3e1377-109256" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=117326831&loc=d3e1505-109256" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=117326831&loc=d3e1252-109256" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=117326831&loc=SL5780133-109256" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=117326831&loc=SL5780133-109256" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=117326831&loc=d3e1337-109256" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=117327953&loc=d3e4984-109258" }, "r162": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "http://asc.fasb.org/topic&trid=2144383" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=118952077&loc=SL77927221-108306" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6404-108592" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6404-108592" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8657-108599" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8721-108599" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8813-108599" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8813-108599" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8906-108599" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8906-108599" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8906-108599" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8924-108599" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8933-108599" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8933-108599" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e9031-108599" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e9038-108599" }, "r187": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "280", "URI": "http://asc.fasb.org/topic&trid=2134510" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118952595&loc=d3e4428-111522" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118952595&loc=d3e4531-111522" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118936363&loc=SL6953423-111524" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118936363&loc=SL6953423-111524" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118936363&loc=SL6953423-111524" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(4)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118936363&loc=SL6953423-111524" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118936363&loc=SL6953423-111524" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b,d)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118936363&loc=d3e5212-111524" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118936363&loc=d3e5033-111524" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118936363&loc=SL6953659-111524" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118936363&loc=d3e5066-111524" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118936363&loc=d3e5074-111524" }, "r2": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "205", "URI": "http://asc.fasb.org/topic&trid=2122149" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118936363&loc=d3e5093-111524" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118936363&loc=d3e5111-111524" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118936363&loc=SL6953401-111524" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=118936363&loc=d3e5144-111524" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10149-111534" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10178-111534" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=118954083&loc=d3e26610-111562" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=118954083&loc=d3e26853-111562" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(2))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=118954083&loc=d3e26626-111562" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=118939692&loc=d3e27405-111563" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(aa)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=118939692&loc=d3e27161-111563" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=118939692&loc=d3e27161-111563" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=118939692&loc=d3e27161-111563" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=118939692&loc=d3e27161-111563" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=118939692&loc=d3e27198-111563" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=118939692&loc=d3e27198-111563" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=118939692&loc=d3e27198-111563" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=118939692&loc=d3e27198-111563" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=118939692&loc=d3e27357-111563" }, "r221": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "320", "URI": "http://asc.fasb.org/topic&trid=2196928" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=116654751&loc=SL75117546-209714" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=118954474&loc=d3e32787-111569" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=109237563&loc=d3e33749-111570" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=118955202&loc=SL82895884-210446" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=119407570&loc=SL82919244-210447" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=119407570&loc=SL82919249-210447" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=119407570&loc=SL82919249-210447" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=119407570&loc=SL82919249-210447" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=119407570&loc=SL82919249-210447" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=119407570&loc=SL82919249-210447" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=119407570&loc=SL82919249-210447" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=119407570&loc=SL82919253-210447" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=119407570&loc=SL82919258-210447" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=119407570&loc=SL82919230-210447" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=119407570&loc=SL82919230-210447" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=119407570&loc=SL82919232-210447" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=118955255&loc=SL82921833-210448" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(24))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=118955255&loc=SL82921835-210448" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=118955255&loc=SL82921842-210448" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "79", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=118955255&loc=SL82922352-210448" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "80", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=118955255&loc=SL82922355-210448" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=118942338&loc=SL82898722-210454" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=118955579&loc=SL82922888-210455" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=118955579&loc=SL82922895-210455" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=118955579&loc=SL82922900-210455" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=118942371&loc=SL82922954-210456" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=116846819&loc=d3e3927-108312" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=68074540&loc=d3e5865-108316" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=68074540&loc=d3e5879-108316" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=77989000&loc=SL49117168-202975" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=108376223&loc=d3e13816-109267" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=108376223&loc=d3e13816-109267" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16212-109274" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "((a)(1),(b))", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226348&loc=d3e2420-110228" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2921-110230" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "410", "URI": "http://asc.fasb.org/extlink&oid=6392692&loc=d3e7535-110849" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "410", "URI": "http://asc.fasb.org/extlink&oid=6392692&loc=d3e7535-110849" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "410", "URI": "http://asc.fasb.org/extlink&oid=6393242&loc=d3e13237-110859" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)(1)", "Topic": "410", "URI": "http://asc.fasb.org/extlink&oid=6393242&loc=d3e13237-110859" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "410", "URI": "http://asc.fasb.org/extlink&oid=6393242&loc=d3e13283-110859" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "410", "URI": "http://asc.fasb.org/extlink&oid=6393242&loc=d3e13296-110859" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "410", "URI": "http://asc.fasb.org/extlink&oid=6393242&loc=d3e13207-110859" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(d))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r280": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=118942415&loc=d3e14326-108349" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=118942415&loc=d3e14615-108349" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=118942415&loc=d3e14394-108349" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=118942415&loc=d3e14435-108349" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=118942415&loc=d3e14435-108349" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=118942415&loc=d3e14453-108349" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=118942415&loc=d3e14472-108349" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=118942415&loc=d3e14557-108349" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=118942415&loc=d3e14557-108349" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB TOPIC 5.Y.Q2)", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q1)", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751" }, "r292": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "http://asc.fasb.org/topic&trid=2127136" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=118943654&loc=d3e12021-110248" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=118943654&loc=d3e12053-110248" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=118943654&loc=d3e12069-110248" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(4)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=118943654&loc=d3e12069-110248" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=118943654&loc=d3e12069-110248" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=118943654&loc=d3e12069-110248" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=118943654&loc=d3e12069-110248" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=118951113&loc=d3e6676-107765" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "12A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=99376301&loc=SL5988623-112600" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=6802200&loc=SL6230698-112601" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=109500613&loc=SL6031897-161870" }, "r303": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21463-112644" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=118944033&loc=SL49130531-203044" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=118944033&loc=SL49130532-203044" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=118956577&loc=SL49130551-203045" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=118956577&loc=SL49130556-203045" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=118956577&loc=SL49130556-203045" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=118956577&loc=SL49130545-203045" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=118956577&loc=SL49130549-203045" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=118956577&loc=SL49130549-203045" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=118944142&loc=SL49130690-203046-203046" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=118944142&loc=SL49130690-203046-203046" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=118944142&loc=SL49130690-203046-203046" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=118944142&loc=SL49130690-203046-203046" }, "r322": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "http://asc.fasb.org/topic&trid=49130388" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "712", "URI": "http://asc.fasb.org/extlink&oid=6410066&loc=d3e79218-111664" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "712", "URI": "http://asc.fasb.org/extlink&oid=6410066&loc=d3e79218-111664" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=109237824&loc=d3e1703-114919" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=109237824&loc=d3e1731-114919" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=109237824&loc=SL108413299-114919" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(3)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(4)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(5)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(8))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e2410-114920" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e2417-114920" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e2439-114920" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e2709-114920" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e2709-114920" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e2709-114920" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e2709-114920" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(4)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e2709-114920" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(5)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e2709-114920" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e2709-114920" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118257860&loc=d3e4179-114921" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "70", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942" }, "r353": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "715", "URI": "http://asc.fasb.org/topic&trid=2235017" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=116856206&loc=d3e5047-113901" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=116856206&loc=d3e5070-113901" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=116856206&loc=d3e5070-113901" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.F)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=115993241&loc=d3e301413-122809" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "740", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=117330312&loc=d3e23163-113944" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116821951&loc=SL37586934-109318" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.12)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116821951&loc=d3e32247-109318" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "27", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116821951&loc=d3e32262-109318" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116821951&loc=d3e32280-109318" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116821951&loc=d3e31931-109318" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32687-109319" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32698-109319" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32809-109319" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32840-109319" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32847-109319" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=109238882&loc=d3e38679-109324" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "05", "SubTopic": "30", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=65884525&loc=d3e40913-109327" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116868678&loc=d3e961-128460" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "37", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116868840&loc=d3e2207-128464" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116869197&loc=d3e4845-128472" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116869197&loc=d3e4845-128472" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=77890550&loc=d3e5333-128473" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6911189&loc=d3e6405-128476" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6911189&loc=d3e6408-128476" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6578-128477" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6613-128477" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "35", "SubTopic": "30", "Subparagraph": "b", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859824&loc=d3e6819-128478" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(3)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)(3)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479" }, "r392": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "805", "URI": "http://asc.fasb.org/topic&trid=2303972" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4568447-111683" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4568740-111683" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569616-111683" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569643-111683" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4613674-111683" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=118951113&loc=d3e6676-107765" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "2AA", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "a", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=118582676&loc=SL6759068-111685" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=118582676&loc=d3e5710-111685" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=118582676&loc=d3e5728-111685" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "b", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=118582676&loc=d3e5728-111685" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=118582676&loc=d3e5728-111685" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=118582676&loc=SL6759159-111685" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=118582676&loc=SL6759159-111685" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=118582676&loc=SL6759159-111685" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a)(5))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=118582676&loc=d3e5747-111685" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=118582676&loc=d3e5747-111685" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=118582676&loc=SL6228884-111685" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "4I", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116874947&loc=SL4590271-111686" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "4J", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116874947&loc=SL4591551-111686" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "4K", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116874947&loc=SL4591552-111686" }, "r416": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "http://asc.fasb.org/topic&trid=2197479" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=117331979&loc=d3e41228-113958" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5579240-113959" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5579245-113959" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a)(7))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5579245-113959" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5580258-113959" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=d3e41620-113959" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=d3e41638-113959" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5618551-113959" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5618551-113959" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5618551-113959" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(c)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624163-113959" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624163-113959" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624163-113959" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624163-113959" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624171-113959" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624171-113959" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "4CC", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL109998890-113959" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624177-113959" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624177-113959" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624177-113959" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624177-113959" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "4E", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624181-113959" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624258-113959" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624258-113959" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624258-113959" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "4K", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(4)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5708775-113959" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=d3e41641-113959" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=d3e41675-113959" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=d3e41678-113959" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=d3e41678-113959" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "182", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=116861445&loc=SL5629052-113961" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "25", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109977999&loc=d3e76258-113986" }, "r449": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "815", "URI": "http://asc.fasb.org/topic&trid=2229140" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "54B", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117332851&loc=SL7495116-110257" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(1)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "2C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=SL7498348-110258" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19279-110258" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19279-110258" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=SL6742756-110258" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=SL6742756-110258" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=SL6742756-110258" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=116690757&loc=d3e13220-108610" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20,22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=118260190&loc=d3e13433-108611" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=118260190&loc=d3e13467-108611" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=118260190&loc=d3e13476-108611" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=118260190&loc=d3e13531-108611" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=118260190&loc=d3e13537-108611" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=98513438&loc=d3e33268-110906" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b,c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775744&loc=d3e28551-108399" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775744&loc=d3e28555-108399" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "Note 1", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=82846649&loc=d3e38371-112697" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "Note 3", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=82846649&loc=d3e38371-112697" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888419&loc=SL77918627-209977" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888419&loc=SL77918627-209977" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888421&loc=SL77919306-209978" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888421&loc=SL77919308-209978" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888421&loc=SL77919311-209978" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=119202524&loc=SL77919391-209981" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=119202524&loc=SL77919372-209981" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=119202524&loc=SL77919372-209981" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=119202524&loc=SL77919372-209981" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=119202524&loc=SL77919372-209981" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=119202524&loc=SL77919379-209981" }, "r495": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "30", "Topic": "842", "URI": "http://asc.fasb.org/subtopic&trid=77888252" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=118951113&loc=d3e6676-107765" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r500": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "http://asc.fasb.org/topic&trid=2122745" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=118948506&loc=d3e107207-111719" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=118948506&loc=d3e107207-111719" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=118948506&loc=d3e107207-111719" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=118948506&loc=d3e107207-111719" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=118948506&loc=SL51823488-111719" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109249958&loc=SL6224234-111729" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61929-109447" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61929-109447" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62059-109447" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62059-109447" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62395-109447" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62395-109447" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62479-109447" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62479-109447" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=SL6807758-109447" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=SL6807758-109447" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61872-109447" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61872-109447" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "http://asc.fasb.org/extlink&oid=68072869&loc=d3e41242-110953" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(1)(a))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(6))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(7)(d))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=116637391&loc=SL114874048-224260" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(13)(f))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=116637391&loc=SL114874048-224260" }, "r537": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=116637391&loc=SL114874048-224260" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=116637391&loc=SL114874048-224260" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=116637391&loc=SL114874048-224260" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=116637391&loc=SL114874048-224260" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Subparagraph": "(a)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75019621&loc=d3e62586-112803" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Subparagraph": "(b)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75019621&loc=d3e62586-112803" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Subparagraph": "(c)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75019621&loc=d3e62586-112803" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Subparagraph": "(d)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75019621&loc=d3e62586-112803" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(10))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(1)(b))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(10))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.26(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16)(a)(1))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(24))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.1(f))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=119400593&loc=d3e572229-122910" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(10))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116637232&loc=SL114874131-224263" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116637232&loc=SL114874131-224263" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(19))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116637232&loc=SL114874131-224263" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116637232&loc=SL114874131-224263" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=117419784&loc=SL117783719-158441" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=117419784&loc=SL117783719-158441" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=99380617&loc=SL75241803-196195" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12(2)(i))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=50485924&loc=d3e611133-123010" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12C(1)(a))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=50485924&loc=d3e611225-123010" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-13(1))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=50485924&loc=d3e611282-123010" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3(a)(1),(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column A))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=50485924&loc=d3e611379-123010" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=50485924&loc=d3e611379-123010" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "310", "Subparagraph": "(SX 210.12-29(Footnote 4))", "Topic": "948", "URI": "http://asc.fasb.org/extlink&oid=6589523&loc=d3e617274-123014" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "220", "Subparagraph": "(a)", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=114873921&loc=SL114875236-224282" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 2))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=6590653&loc=d3e638233-123024" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 4))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=6590653&loc=d3e638233-123024" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "980", "URI": "http://asc.fasb.org/extlink&oid=6499975&loc=d3e44250-110382" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "405", "Topic": "980", "URI": "http://asc.fasb.org/extlink&oid=6500807&loc=d3e48068-110394" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "835", "Topic": "980", "URI": "http://asc.fasb.org/extlink&oid=6501569&loc=d3e55921-110430" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3(a)(2))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "835", "Topic": "980", "URI": "http://asc.fasb.org/extlink&oid=6501662&loc=d3e56162-110433" }, "r581": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "980", "URI": "http://asc.fasb.org/topic&trid=2156578" }, "r582": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r583": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r584": { "Name": "Form 10-Q", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-13" }, "r585": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1-" }, "r586": { "Name": "Regulation 12B", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r587": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)(4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=118951113&loc=d3e6676-107765" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3,4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a)(4),(5))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.8)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(2)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=118951113&loc=d3e6676-107765" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225877-175312" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226008-175313" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226016-175313" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226024-175313" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226000-175313" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226003-175313" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118930883&loc=SL7669646-108580" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118930883&loc=SL7669646-108580" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(i-k)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118930883&loc=SL7669646-108580" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=118951113&loc=d3e6787-107765" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118930883&loc=SL7669646-108580" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118930883&loc=d3e637-108580" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118930883&loc=d3e640-108580" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118930883&loc=d3e681-108580" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118930883&loc=SL7669686-108580" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "17B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118930883&loc=SL34724394-108580" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118930883&loc=SL7669619-108580" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118930883&loc=SL7669619-108580" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118930883&loc=SL7669619-108580" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118930883&loc=SL7669625-108580" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=118951113&loc=d3e6801-107765" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118930883&loc=SL7669625-108580" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118930883&loc=d3e557-108580" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116657188&loc=SL116659661-227067" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=118951672&loc=d3e1436-108581" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116657190&loc=SL116659633-172590" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(210.5-03(11))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(12))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(21))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227" } }, "version": "2.1" } XML 71 R23.htm IDEA: XBRL DOCUMENT v3.20.1
Retirement Benefits and Trusteed Assets
 3 Months Ended
Mar. 31, 2020
Defined Benefit Plan [Abstract]  
Retirement Benefits and Trusteed Assets 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 March 31,
 
2020
 
2019
 
2020
 
2019
 
(In millions)
Service cost
$
25

 
$
21

 
$
6

 
$
5

Interest cost
46

 
55

 
14

 
18

Expected return on plan assets
(83
)
 
(81
)
 
(32
)
 
(31
)
Amortization of:
 
 
 
 
 
 
 
Net actuarial loss
43

 
32

 
5

 
3

Prior service credit
—

 
—

 
(5
)
 
(2
)
Net periodic benefit cost (credit)
$
31

 
$
27

 
$
(12
)
 
$
(7
)
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 nonqualified 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 nonqualified pension benefit costs. DTE Electric's allocated portion of pension benefit costs included in capital expenditures and operating and maintenance expense were $26 million and $23 million for the three months ended March 31, 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:
 
Other Postretirement Benefits
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Service cost
$
5

 
$
4

Interest cost
11

 
13

Expected return on plan assets
(22
)
 
(21
)
Amortization of:
 
 
 
Net actuarial loss
3

 
1

Prior service credit
(4
)
 
(1
)
Net periodic benefit credit
$
(7
)
 
$
(4
)

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.
XML 72 R27.htm IDEA: XBRL DOCUMENT v3.20.1
Significant Accounting Policies (Tables)
 3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Schedule of Other Income
The following is a summary of DTE Energy's Other income:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Equity earnings of equity method investees
$
29

 
$
23

Income from REF entities
23

 
27

Contract services
7

 
8

Allowance for equity funds used during construction
6

 
7

Gains from equity and fixed income securities
—

 
17

Other
—

 
6

 
$
65

 
$
88

The following is a summary of DTE Electric's Other income:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Contract services
$
7

 
$
8

Allowance for equity funds used during construction
6

 
6

Gains from equity and fixed income securities allocated from DTE Energy
—

 
17

Other
—

 
2

 
$
13

 
$
33
Schedule of Effective Tax Rates
The interim effective tax rates of the Registrants are as follows:
 
Effective Tax Rate
 
Three Months Ended March 31,
 
2020
 
2019
DTE Energy
13
%
 
12
%
DTE Electric
12
%
 
16
%
Schedule of Financing Receivables Classified by Internal Grade of Credit Risk
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 March 2020.
 
DTE Energy
 
DTE Electric
 
Year of origination
 
2020
 
2019
 
2018 and prior
 
Total
 
2020 and prior
 
(In millions)
Notes receivable
 
 
 
 
 
 
 
 
 
Internal grade 1
$
2

 
$
9

 
$
9

 
$
20

 
$
11

Internal grade 2
10

 
31

 
7

 
48

 
—

Total notes receivable
$
12

 
$
40

 
$
16

 
$
68

 
$
11

 
 
 
 
 
 
 
 
 
 
Net investment in leases
 
 
 
 
 
 
 
 
 
Net investment in leases, internal grade 1
$
—

 
$
—

 
$
43

 
$
43

 
$
—

Net investment in leases, internal grade 2
133

 
—

 
1

 
134

 
—

Total net investment in leases
$
133

 
$
—

 
$
44

 
$
177

 
$
—
Schedule of Roll-Forward of Activity for Financing Receivables Credit Loss Reserves
The following table presents a roll-forward of the activity for the Registrants' financing receivables credit loss reserves as of March 31, 2020.
 
DTE Energy
 
DTE Electric
 
Trade accounts receivable
 
Other receivables
 
Total
 
Trade accounts receivable
 
(In millions)
Beginning reserve balance at 1/1/2020
$
87

 
$
4

 
$
91

 
$
46

Current period provision
34

 
1

 
35

 
17

Write-offs charged against allowance
(51
)
 
(1
)
 
(52
)
 
(30
)
Recoveries of amounts previously written off
16

 
—

 
16

 
10

Ending reserve balance at 3/31/2020
$
86

 
$
4

 
$
90

 
$
43
XML 73 R46.htm IDEA: XBRL DOCUMENT v3.20.1
Acquisitions (Details Textuals)
$ in Millions
 1 Months Ended 3 Months Ended
Feb. 18, 2020
USD ($)
MW
Dec. 04, 2019
USD ($)
Sep. 12, 2019
USD ($)
MW
Jan. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Mar. 31, 2020
USD ($)
Mar. 31, 2019
USD ($)
Business Acquisition [Line Items]              
Consideration paid for entity acquired, paid in cash           $ 128 $ 0
Liability for contingent consideration payment and related accretion expense         $ 379 382  
Goodwill         2,464 2,466  
Operating Revenues — Non-utility operations           1,289 1,650
Net Income           342 $ 408
Power and Industrial Projects | South Jersey Industries, Combined Heat and Power Generation Facility              
Business Acquisition [Line Items]              
Amount of power associated with purchase of renewable energy project | MW 8            
Consideration paid for entity acquired, paid in cash $ 97            
Power and Industrial Projects | South Jersey Industries, Combined Heat and Power Generation Facility | Contract intangibles              
Business Acquisition [Line Items]              
Intangible assets, amortization period 13 years            
Intangible assets recorded as a result of acquisition $ 18            
Electric | Heritage Sustainable Energy, Renewable Energy Project | DTE Sustainable Generation              
Business Acquisition [Line Items]              
Amount of power associated with purchase of renewable energy project | MW     89        
Total consideration provided for acquired entity     $ 175        
Electric | Heritage Sustainable Energy, Renewable Energy Project | DTE Sustainable Generation | Contract intangibles              
Business Acquisition [Line Items]              
Intangible assets recorded as a result of acquisition     $ 109        
Electric | Heritage Sustainable Energy, Renewable Energy Project | DTE Sustainable Generation | Contract intangibles | Minimum              
Business Acquisition [Line Items]              
Intangible assets, amortization period     11 years        
Electric | Heritage Sustainable Energy, Renewable Energy Project | DTE Sustainable Generation | Contract intangibles | Maximum              
Business Acquisition [Line Items]              
Intangible assets, amortization period     13 years        
Electric | Heritage Sustainable Energy, Additional Renewable Energy Project | DTE Sustainable Generation              
Business Acquisition [Line Items]              
Consideration paid for entity acquired, paid in cash       $ 33      
Gas Storage and Pipelines | Blue Union and LEAP              
Business Acquisition [Line Items]              
Consideration paid for entity acquired, paid in cash   $ 2,360          
Total consideration provided for acquired entity   $ 2,740          
Percent of assets acquired   100.00%          
Contingent consideration to be paid upon completion   $ 380          
Contingent payment, low end of range   0          
Contingent payment, high end of range   385          
Liability for contingent consideration payment and related accretion expense           2  
Cash consideration paid and held in escrow   100          
Goodwill   $ 173       173  
Goodwill, working capital adjustments           $ 2  
Direct transaction costs incurred         18    
Issuance costs related to acquisition financing         49    
Operating Revenues — Non-utility operations         15    
Net Income         3    
Gas Storage and Pipelines | Blue Union and LEAP | Mortgage bonds, notes, and other              
Business Acquisition [Line Items]              
Issuance costs related to acquisition financing         10    
Gas Storage and Pipelines | Blue Union and LEAP | Common Stock              
Business Acquisition [Line Items]              
Issuance costs related to acquisition financing         $ 39    
Gas Storage and Pipelines | Blue Union and LEAP | Customer relationships              
Business Acquisition [Line Items]              
Intangible assets, amortization period   40 years          
Intangible assets recorded as a result of acquisition   $ 1,473          
Existing intangible asset weighted-average amortization life   13 years          
XML 74 R42.htm IDEA: XBRL DOCUMENT v3.20.1
Significant Accounting Policies (Details Textuals) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Jan. 01, 2019
Significant Accounting Policies [Line Items]        
Reclassification of income tax effects       $ 0
Effective tax rate increase (decrease) 1.00%      
Annual production tax credits 2.00%      
Decrease in stock-based compensation tax benefit 1.00%      
Amortization of TCJA regulatory liability 2.00%      
Unrecognized tax benefits $ 8      
AMT credit refund recorded in anticipation of refund from U.S. Treasury 153      
Unrecognized compensation cost $ 91      
Recognition period (in years) 1 year 10 months 17 days      
Minimum        
Significant Accounting Policies [Line Items]        
Notes receivable considered delinquent period 60 days      
Maximum        
Significant Accounting Policies [Line Items]        
Notes receivable considered delinquent period 120 days      
Unbilled Revenues        
Significant Accounting Policies [Line Items]        
Specific review of probable future collections based on receivable balances in excess of 90 days 30 days      
DTE Electric        
Significant Accounting Policies [Line Items]        
Effective tax rate increase (decrease) (4.00%)      
Annual production tax credits 1.00%      
Amortization of TCJA regulatory liability 3.00%      
Unrecognized tax benefits $ 10      
DTE Electric | DTE Energy        
Significant Accounting Policies [Line Items]        
Income tax receivable 8   $ 14  
Allocated costs $ 9 $ 13    
DTE Electric and DTE Gas        
Significant Accounting Policies [Line Items]        
Receivables due date 21 days      
Threshold period past due for write-off of trade accounts receivable 150 days      
Accumulated Other Comprehensive Income (Loss)        
Significant Accounting Policies [Line Items]        
Reclassification of income tax effects       (25)
Retained Earnings        
Significant Accounting Policies [Line Items]        
Reclassification of income tax effects       25
ASU No. 2018-02 | Accumulated Other Comprehensive Income (Loss)        
Significant Accounting Policies [Line Items]        
Reclassification of income tax effects       (25)
ASU No. 2018-02 | Retained Earnings        
Significant Accounting Policies [Line Items]        
Reclassification of income tax effects       $ 25
XML 76 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 77 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 78 R69.htm IDEA: XBRL DOCUMENT v3.20.1
Financial and Other Derivative Instruments (Netting Offsets Reconciliation to Balance Sheet) (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Derivative Assets    
Derivative Assets $ 781 $ 775
Derivative assets, current 112 133
Derivative assets, noncurrent 58 41
Derivative Liabilities    
Derivative Liabilities (746) (770)
Derivative liabilities, current (88) (83)
Derivative liabilities, noncurrent (47) (86)
Current derivative assets    
Derivative Assets    
Derivative Assets 601 646
Counterparty netting (489) (513)
Collateral adjustment 0 0
Derivative assets, current 112 133
Noncurrent derivative assets    
Derivative Assets    
Derivative Assets 180 129
Counterparty netting (122) (88)
Collateral adjustment 0 0
Derivative assets, noncurrent 58 41
Current derivative liabilities    
Derivative Liabilities    
Derivative Liabilities (577) (596)
Counterparty netting 489 513
Collateral adjustment 0 0
Derivative liabilities, current (88) (83)
Noncurrent derivative liabilities    
Derivative Liabilities    
Derivative Liabilities (169) (174)
Counterparty netting 122 88
Collateral adjustment 0 0
Derivative liabilities, noncurrent $ (47) $ (86)
XML 79 R61.htm IDEA: XBRL DOCUMENT v3.20.1
Fair Value (Fair Value of Nuclear Decommissioning Trust Fund Assets) (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Debt Securities, Available-for-sale [Line Items]    
Nuclear decommissioning trust funds $ 1,439 $ 1,661
DTE Electric    
Debt Securities, Available-for-sale [Line Items]    
Nuclear decommissioning trust funds 1,439 1,661
DTE Electric | Nuclear decommissioning trust fund    
Debt Securities, Available-for-sale [Line Items]    
Nuclear decommissioning trust funds 1,439 1,661
DTE Electric | Nuclear decommissioning trust fund | Fermi 2    
Debt Securities, Available-for-sale [Line Items]    
Nuclear decommissioning trust funds 1,430 1,650
DTE Electric | Nuclear decommissioning trust fund | Fermi 1    
Debt Securities, Available-for-sale [Line Items]    
Nuclear decommissioning trust funds 3 3
DTE Electric | Nuclear decommissioning trust fund | Low-level radioactive waste    
Debt Securities, Available-for-sale [Line Items]    
Nuclear decommissioning trust funds $ 6 $ 8
XML 80 R65.htm IDEA: XBRL DOCUMENT v3.20.1
Financial and Other Derivative Instruments (Fair Value of Derivative Instruments) (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Derivatives, Fair Value [Line Items]    
Derivative Assets $ 781 $ 775
Derivative Liabilities (746) (770)
Current derivative assets    
Derivatives, Fair Value [Line Items]    
Derivative Assets 601 646
Current derivative liabilities    
Derivatives, Fair Value [Line Items]    
Derivative Liabilities (577) (596)
Noncurrent derivative assets    
Derivatives, Fair Value [Line Items]    
Derivative Assets 180 129
Noncurrent derivative liabilities    
Derivatives, Fair Value [Line Items]    
Derivative Liabilities (169) (174)
Natural gas    
Derivatives, Fair Value [Line Items]    
Derivative Assets 282 355
Derivative Liabilities (278) (351)
Electricity    
Derivatives, Fair Value [Line Items]    
Derivative Assets 313 306
Derivative Liabilities (317) (298)
Environmental & Other    
Derivatives, Fair Value [Line Items]    
Derivative Assets 179 113
Derivative Liabilities (149) (121)
Foreign currency exchange contracts    
Derivatives, Fair Value [Line Items]    
Derivative Assets 7 1
Derivative Liabilities (2) 0
Derivatives not designated as hedging instruments    
Derivatives, Fair Value [Line Items]    
Derivative Assets 781 775
Derivative Liabilities (746) (770)
Derivatives not designated as hedging instruments | DTE Electric    
Derivatives, Fair Value [Line Items]    
Derivative Assets 1 3
Derivatives not designated as hedging instruments | Natural gas    
Derivatives, Fair Value [Line Items]    
Derivative Assets 282 355
Derivative Liabilities (278) (351)
Derivatives not designated as hedging instruments | Electricity    
Derivatives, Fair Value [Line Items]    
Derivative Assets 313 306
Derivative Liabilities (317) (298)
Derivatives not designated as hedging instruments | Environmental & Other    
Derivatives, Fair Value [Line Items]    
Derivative Assets 179 113
Derivative Liabilities (149) (121)
Derivatives not designated as hedging instruments | Foreign currency exchange contracts    
Derivatives, Fair Value [Line Items]    
Derivative Assets 7 1
Derivative Liabilities (2) 0
Derivatives not designated as hedging instruments | FTRs — Other current assets | DTE Electric    
Derivatives, Fair Value [Line Items]    
Derivative Assets $ 1 $ 3
XML 81 R53.htm IDEA: XBRL DOCUMENT v3.20.1
Revenue (Expected Timing of Performance Obligation Satisfaction) (Details)
$ in Millions
Mar. 31, 2020
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 6
Remaining performance obligation, expected timing of satisfaction 9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 50
Remaining performance obligation, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 7
Remaining performance obligation, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 3
Remaining performance obligation, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 6
Remaining performance obligation, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 11
Remaining performance obligation, expected timing of satisfaction
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 83
Fixed-price Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 186
Remaining performance obligation, expected timing of satisfaction 9 months
Fixed-price Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | DTE Electric  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 6
Remaining performance obligation, expected timing of satisfaction 9 months
Fixed-price Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 329
Remaining performance obligation, expected timing of satisfaction 1 year
Fixed-price Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | DTE Electric  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 7
Remaining performance obligation, expected timing of satisfaction 1 year
Fixed-price Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 272
Remaining performance obligation, expected timing of satisfaction 1 year
Fixed-price Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | DTE Electric  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 7
Remaining performance obligation, expected timing of satisfaction 1 year
Fixed-price Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 207
Remaining performance obligation, expected timing of satisfaction 1 year
Fixed-price Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | DTE Electric  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 7
Remaining performance obligation, expected timing of satisfaction 1 year
Fixed-price Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 135
Remaining performance obligation, expected timing of satisfaction 1 year
Fixed-price Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | DTE Electric  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 7
Remaining performance obligation, expected timing of satisfaction 1 year
Fixed-price Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 566
Remaining performance obligation, expected timing of satisfaction
Fixed-price Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | DTE Electric  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 1
Remaining performance obligation, expected timing of satisfaction
Fixed-price Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 1,695
Fixed-price Contract | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | DTE Electric  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 35
XML 82 R57.htm IDEA: XBRL DOCUMENT v3.20.1
Fair Value (Details Textuals) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Rabbi Trust      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Gains (losses) related to the Trust $ (31) $ 17  
Equity securities      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Gains (losses) related to the Trust (23) 13  
Fixed income securities      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Gains (losses) related to the Trust (8) $ 4  
Private equity and other      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Unfunded commitments related to investments classified as NAV assets $ 159   $ 151
Private equity and other | Minimum      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Investments classified as NAV assets, general contractual durations 7 years    
Private equity and other | Maximum      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Investments classified as NAV assets, general contractual durations 12 years    
XML 83 R84.htm IDEA: XBRL DOCUMENT v3.20.1
Segment and Related Information (Financial Data - Inter-segment Billing) (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Segment Reporting Information [Line Items]    
Revenues $ (3,022) $ (3,514)
Electric    
Segment Reporting Information [Line Items]    
Revenues (1,216) (1,235)
Gas    
Segment Reporting Information [Line Items]    
Revenues (540) (645)
Gas Storage and Pipelines    
Segment Reporting Information [Line Items]    
Revenues (170) (116)
Power and Industrial Projects    
Segment Reporting Information [Line Items]    
Revenues (307) (388)
Energy Trading    
Segment Reporting Information [Line Items]    
Revenues (913) (1,301)
Reconciliation and Eliminations    
Segment Reporting Information [Line Items]    
Revenues 124 172
Reconciliation and Eliminations | Electric    
Segment Reporting Information [Line Items]    
Revenues 15 14
Reconciliation and Eliminations | Gas    
Segment Reporting Information [Line Items]    
Revenues 4 2
Reconciliation and Eliminations | Gas Storage and Pipelines    
Segment Reporting Information [Line Items]    
Revenues 4 3
Reconciliation and Eliminations | Power and Industrial Projects    
Segment Reporting Information [Line Items]    
Revenues 94 145
Reconciliation and Eliminations | Energy Trading    
Segment Reporting Information [Line Items]    
Revenues 6 7
Reconciliation and Eliminations | Corporate and Other    
Segment Reporting Information [Line Items]    
Revenues $ 1 $ 1
XML 84 R74.htm IDEA: XBRL DOCUMENT v3.20.1
Long-Term Debt (Schedule of Debt Redeemed) (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2020
USD ($)
Debt Instrument, Redemption [Line Items]  
Debt redeemed $ 300
DTE Electric | Senior Notes | March 2020 4.89% Senior Notes Maturing 2020  
Debt Instrument, Redemption [Line Items]  
Interest rate 4.89%
Debt redeemed $ 300
XML 85 R70.htm IDEA: XBRL DOCUMENT v3.20.1
Financial and Other Derivative Instruments (Effect of Derivatives not Designated as Hedging Instruments on the Consolidated Statement of Operations) (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Derivative Instruments, Gain (Loss) [Line Items]    
Gain (Loss) Recognized in Income on Derivatives $ 52 $ 6
Natural gas | Operating Revenues — Non-utility operations    
Derivative Instruments, Gain (Loss) [Line Items]    
Gain (Loss) Recognized in Income on Derivatives (11) (15)
Natural gas | Fuel, purchased power, and gas — non-utility    
Derivative Instruments, Gain (Loss) [Line Items]    
Gain (Loss) Recognized in Income on Derivatives 36 70
Electricity | Operating Revenues — Non-utility operations    
Derivative Instruments, Gain (Loss) [Line Items]    
Gain (Loss) Recognized in Income on Derivatives 1 (49)
Environmental & Other | Operating Revenues — Non-utility operations    
Derivative Instruments, Gain (Loss) [Line Items]    
Gain (Loss) Recognized in Income on Derivatives 21 1
Foreign currency exchange contracts | Operating Revenues — Non-utility operations    
Derivative Instruments, Gain (Loss) [Line Items]    
Gain (Loss) Recognized in Income on Derivatives $ 5 $ (1)
XML 86 R80.htm IDEA: XBRL DOCUMENT v3.20.1
Commitments and Contingencies (Details Textuals)
 3 Months Ended 12 Months Ended
Mar. 31, 2020
USD ($)
employee
facility
NOV
plant
site
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Jul. 31, 2019
CAD ($)
Jul. 31, 2009
plant
Loss Contingencies [Line Items]          
Estimated utility capital expenditures, expenditures for non-utility businesses, and contributions to equity method investees $ 4,500,000,000        
Long-lived assets used in producing electric output for sale 26,236,000,000 $ 25,317,000,000      
Operating lease right-of-use assets used in producing electric output for sale $ 164,000,000 169,000,000      
Power and Industrial Projects          
Loss Contingencies [Line Items]          
Number of generating plants operated with ownership interest held | plant 5        
Workforce subject to collective bargaining arrangements | Labor force concentration risk          
Loss Contingencies [Line Items]          
Number of employees | employee 5,300        
Vector | Revolving Term Credit Facility          
Loss Contingencies [Line Items]          
Revolving term credit facility amount       $ 70,000,000  
Maximum potential payments under line of credit $ 49,000,000        
Pacific Gas and Electric Corporation | Power and Industrial Projects          
Loss Contingencies [Line Items]          
Long-lived assets used in producing electric output for sale 100,000,000        
Operating lease right-of-use assets used in producing electric output for sale 7,000,000        
Equity investments, including note receivable $ 69,000,000        
Impairment loss     $ 0    
Other than temporary decline in equity investments     $ 0    
Synthetic fuel          
Loss Contingencies [Line Items]          
Number of days after expiration of statutes of limitations 90 days        
Maximum potential liability $ 400,000,000        
Reduced emissions fuel guarantees          
Loss Contingencies [Line Items]          
Number of days after expiration of statutes of limitations 90 days        
Maximum potential liability $ 547,000,000        
NEXUS pipeline | DTE Gas          
Loss Contingencies [Line Items]          
Maximum potential liability $ 226,000,000        
Guarantee termination, minimum threshold, period following end of primary term of capacity lease agreements 2 months        
NEXUS pipeline | Texas Eastern Transmission, LP          
Loss Contingencies [Line Items]          
Maximum potential liability $ 360,000,000        
Percentage of payment obligations due 50.00%        
Guarantee termination, minimum threshold, period following end of primary term of capacity lease agreements 2 months        
NEXUS pipeline | Vector          
Loss Contingencies [Line Items]          
Maximum potential liability $ 7,000,000        
Percentage of payment obligations due 50.00%        
Guarantee termination, minimum threshold, period following end of primary term of capacity lease agreements 15 years        
Other guarantees          
Loss Contingencies [Line Items]          
Maximum potential liability $ 56,000,000        
Performance surety bonds          
Loss Contingencies [Line Items]          
Performance bonds outstanding $ 122,000,000        
DTE Electric          
Loss Contingencies [Line Items]          
Number of power plants in violation | plant         5
Number of NOVs/FOVs | NOV 2        
Environmental capital expenditures through prior year end   2,400,000,000      
Number of former MGP sites | site 3        
Accrued for remediation $ 8,000,000 8,000,000      
Number of permitted engineered ash storage facilities owned | facility 3        
Estimated utility capital expenditures, expenditures for non-utility businesses, and contributions to equity method investees $ 2,600,000,000        
Long-lived assets used in producing electric output for sale 18,140,000,000 17,573,000,000      
Operating lease right-of-use assets used in producing electric output for sale $ 84,000,000 87,000,000      
DTE Electric | Workforce subject to collective bargaining arrangements | Labor force concentration risk          
Loss Contingencies [Line Items]          
Number of employees | employee 2,900        
DTE Gas          
Loss Contingencies [Line Items]          
Number of former MGP sites | site 14        
Accrued for remediation $ 24,000,000 $ 25,000,000      
Amortization period (in years) 10 years        
DTE Gas | NEXUS pipeline | DTE Gas          
Loss Contingencies [Line Items]          
Percentage of payment obligations due 50.00%        
DTE Gas | Clean up completed and site closed          
Loss Contingencies [Line Items]          
Number of former MGP sites | site 8        
DTE Gas | Partial closure complete          
Loss Contingencies [Line Items]          
Number of former MGP sites | site 4        
NEXUS | NEXUS pipeline | DTE Gas          
Loss Contingencies [Line Items]          
Agreement term 15 years        
NEXUS | NEXUS pipeline | Texas Eastern Transmission, LP          
Loss Contingencies [Line Items]          
Agreement term 15 years        
NEXUS | NEXUS pipeline | Vector          
Loss Contingencies [Line Items]          
Agreement term 15 years        
Reduction of Carbon Emissions by Early 2020s          
Loss Contingencies [Line Items]          
Commitment to reduce carbon emissions, percentage 32.00%        
Reduction of Carbon Emissions by 2030          
Loss Contingencies [Line Items]          
Commitment to reduce carbon emissions, percentage 50.00%        
Reduction of Carbon Emissions by 2040          
Loss Contingencies [Line Items]          
Commitment to reduce carbon emissions, percentage 80.00%        
Reduction of Carbon Emissions by 2050 | DTE Electric          
Loss Contingencies [Line Items]          
Goal of net carbon emissions, percentage 0.00%        
Coal Combustion Residual Rule | DTE Electric          
Loss Contingencies [Line Items]          
Estimated impact of the current rule $ 592,000,000        
XML 87 R78.htm IDEA: XBRL DOCUMENT v3.20.1
Leases (Components of Net Investment in Finance Leases) (Details)
$ in Millions
Mar. 31, 2020
USD ($)
Leases [Abstract]  
2020 $ 17
2021 19
2022 19
2023 19
2024 19
2025 and Thereafter 273
Total minimum future lease receipts 366
Residual value of leased pipeline 19
Less unearned income 208
Net investment in finance lease 177
Less current portion 7
Net investment in finance lease, noncurrent $ 170
XML 89 R19.htm IDEA: XBRL DOCUMENT v3.20.1
Long-Term Debt
 3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Long-Term Debt 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

 
 
 
 
 
 
 
 
 
 
$
1,100


_______________________________________
(a)
Proceeds were used for the repayment of $300 million of DTE Electric's 2010 Series A 4.89% Senior Notes due 2020, for the repayment of short-term borrowings, for 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 March 31, 2020. The loan will terminate in August 2020 if no amounts have been drawn. 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.
In April 2020, DTE Electric issued $600 million of 2.625% Mortgage Bonds due 2031. Proceeds will be used for the repayment of $300 million of DTE Electric's 2010 Series B 3.45% Senior Notes due 2020, for the repayment of $32 million of DTE Electric's 2008 Series KT Variable Rate Senior Notes due 2020, for the repayment of short-term borrowings, for capital expenditures, and for other 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

 
 
 
 
 
 
 
 
 
 
$
300
XML 90 R11.htm IDEA: XBRL DOCUMENT v3.20.1
Significant Accounting Policies
 3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Significant Accounting Policies SIGNIFICANT ACCOUNTING POLICIES
Other Income
The following is a summary of DTE Energy's Other income:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Equity earnings of equity method investees
$
29

 
$
23

Income from REF entities
23

 
27

Contract services
7

 
8

Allowance for equity funds used during construction
6

 
7

Gains from equity and fixed income securities
—

 
17

Other
—

 
6

 
$
65

 
$
88

The following is a summary of DTE Electric's Other income:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Contract services
$
7

 
$
8

Allowance for equity funds used during construction
6

 
6

Gains from equity and fixed income securities allocated from DTE Energy
—

 
17

Other
—

 
2

 
$
13

 
$
33


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 months ended March 31, 2020, reclassifications out of Accumulated other comprehensive income (loss) were not material.
For the three months ended March 31, 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 on January 1, 2019. Reclassifications out of Accumulated other comprehensive income (loss) not relating to the adoption of this standard were not material.
Income Taxes
The interim effective tax rates of the Registrants are as follows:
 
Effective Tax Rate
 
Three Months Ended March 31,
 
2020
 
2019
DTE Energy
13
%
 
12
%
DTE Electric
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 1% increase in DTE Energy's effective tax rate for the three months ended March 31, 2020 was primarily due to a decrease in annual production tax credits of 2%, a decrease in stock-based compensation tax benefit of 1%, partially offset by higher amortization of the TCJA regulatory liability of 2% in 2020.
The 4% decrease in DTE Electric's effective tax rate for the three months ended March 31, 2020 was primarily due to higher amortization of the TCJA regulatory liability of 3% and an increase in annual production tax credits of 1% in 2020.
DTE Energy had $8 million of unrecognized tax benefits at March 31, 2020, that if recognized, would favorably impact its effective tax rate. DTE Electric had $10 million of unrecognized tax benefits at March 31, 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 $8 million and $14 million at March 31, 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) delayed payment of employer payroll taxes, and d) the employee retention credit.
As of March 31, 2020, DTE Energy had a $153 million AMT credit refund recorded in anticipation of a refund from the U.S. Treasury. DTE Energy was most recently a taxpayer in 2013 and is currently evaluating the ability to recover cash taxes paid in 2013 under the 5-year net operating loss carryback provision. The Registrants also implemented the deferral of employee payroll taxes in April 2020 and are evaluating the impact of the employee retention credit.
Unrecognized Compensation Costs
As of March 31, 2020, DTE Energy had $91 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 1.88 years.
Allocated Stock-Based Compensation
DTE Electric received an allocation of costs from DTE Energy associated with stock-based compensation of $9 million and $13 million for the three months ended March 31, 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 March 2020.
 
DTE Energy
 
DTE Electric
 
Year of origination
 
2020
 
2019
 
2018 and prior
 
Total
 
2020 and prior
 
(In millions)
Notes receivable
 
 
 
 
 
 
 
 
 
Internal grade 1
$
2

 
$
9

 
$
9

 
$
20

 
$
11

Internal grade 2
10

 
31

 
7

 
48

 
—

Total notes receivable
$
12

 
$
40

 
$
16

 
$
68

 
$
11

 
 
 
 
 
 
 
 
 
 
Net investment in leases
 
 
 
 
 
 
 
 
 
Net investment in leases, internal grade 1
$
—

 
$
—

 
$
43

 
$
43

 
$
—

Net investment in leases, internal grade 2
133

 
—

 
1

 
134

 
—

Total net investment in leases
$
133

 
$
—

 
$
44

 
$
177

 
$
—


The allowance for doubtful accounts on accounts receivable for the utility entities is generally calculated using the 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.
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 March 31, 2020.
 
DTE Energy
 
DTE Electric
 
Trade accounts receivable
 
Other receivables
 
Total
 
Trade accounts receivable
 
(In millions)
Beginning reserve balance at 1/1/2020
$
87

 
$
4

 
$
91

 
$
46

Current period provision
34

 
1

 
35

 
17

Write-offs charged against allowance
(51
)
 
(1
)
 
(52
)
 
(30
)
Recoveries of amounts previously written off
16

 
—

 
16

 
10

Ending reserve balance at 3/31/2020
$
86

 
$
4

 
$
90

 
$
43


Bad debt expense for the three months ended March 31, 2019 was $29 million and $16 million for DTE Energy and DTE Electric, respectively.
The Registrants are monitoring the impacts from the COVID-19 pandemic on our customers and various counterparties. During the three months ended March 31, 2020, the allowance for doubtful accounts was increased to account for additional risk related to the pandemic. However, these adjustments were not material.
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. DTE Energy is still evaluating this order for any potential impact to the allowance for doubtful accounts. Refer to Note 6 to the Consolidated Financial Statements, "Regulatory Matters," for further information regarding the order.
There are no material amounts of past due financing receivables for the Registrants as of March 31, 2020.
XML 91 R15.htm IDEA: XBRL DOCUMENT v3.20.1
Regulatory Matters
 3 Months Ended
Mar. 31, 2020
Public Utilities, General Disclosures [Abstract]  
Regulatory Matters 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 are currently evaluating the impact of this order for potential change in accounting treatment, and will continue to monitor MPSC activities for further guidance on COVID-19 and any other pandemic related costs.
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 requests an increase in return on equity from 10.0% to 10.5% and includes projected changes in sales and operating and maintenance expenses. A final MPSC order in this case is expected by May 2020.
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 $204 million based on a projected twelve-month period ending September 30, 2021.  The requested increase in base rates is primarily due to an increase in net plant resulting from infrastructure investments and operating and maintenance expenses.  The rate filing also requests an increase in return on equity from 10.0% to 10.5% and includes projected changes in sales and working capital.  A final MPSC order in this case is expected by September 2020.
XML 92 R8.htm IDEA: XBRL DOCUMENT v3.20.1
Consolidated Statements of Changes in Equity (Unaudited) - USD ($)
$ in Millions
Total
Common Stock
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Noncontrolling Interests
DTE Electric
DTE Electric
Common Stock
DTE Electric
Additional Paid-in Capital
DTE Electric
Retained Earnings
Beginning Balance (in shares) at Dec. 31, 2018   181,925,000         138,632,000    
Beginning Balance at Dec. 31, 2018 $ 10,717 $ 4,245 $ 6,112 $ (120) $ 480        
Beginning Balance at Dec. 31, 2018           $ 6,793 $ 1,386 $ 3,245 $ 2,162
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net Income 401         147     147
Net Income 408   401   7        
Dividends declared on common stock (173)   (173)     (124)     (124)
Contribution of common stock to pension plan (in shares)   815,000              
Contribution of common stock to pension plan 100 $ 100              
Other comprehensive income, net of tax 2     2   0      
Stock-based compensation, net distributions to (contributions from) noncontrolling interests, and other (in shares)   472,000              
Stock-based compensation, net distributions to (contributions from) noncontrolling interests, and other (34) $ (21) (1)   (12)        
Ending Balance (in shares) at Mar. 31, 2019   183,212,000         138,632,000    
Ending Balance at Mar. 31, 2019 $ 11,020 $ 4,324 6,364 (143) 475        
Ending Balance at Mar. 31, 2019           $ 6,816 $ 1,386 3,245 2,185
Beginning Balance (in shares) at Dec. 31, 2019 192,208,533 192,209,000       138,632,324 138,632,000    
Beginning Balance at Dec. 31, 2019 $ 11,836 $ 5,233 6,587 (148) 164        
Beginning Balance at Dec. 31, 2019 11,672         $ 7,195 $ 1,386 3,425 2,384
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net Income 340         94     94
Net Income 342   340   2        
Dividends declared on common stock (195)   (195)     (135)     (135)
Other comprehensive income, net of tax 3     3   $ 0      
Stock-based compensation, net distributions to (contributions from) noncontrolling interests, and other (in shares)   403,000              
Stock-based compensation, net distributions to (contributions from) noncontrolling interests, and other $ 2 $ 2              
Ending Balance (in shares) at Mar. 31, 2020 192,611,882 192,612,000       138,632,324 138,632,000    
Ending Balance at Mar. 31, 2020 $ 11,988 $ 5,235 $ 6,732 $ (145) $ 166        
Ending Balance at Mar. 31, 2020 $ 11,822         $ 7,154 $ 1,386 $ 3,425 $ 2,343
XML 93 R36.htm IDEA: XBRL DOCUMENT v3.20.1
Retirement Benefits and Trusteed Assets (Tables)
 3 Months Ended
Mar. 31, 2020
Defined Benefit Plan [Abstract]  
Schedule of Net Periodic Benefit Costs (Credits)
The following tables detail the components of net periodic benefit costs (credits) for other postretirement benefits for DTE Electric:
 
Other Postretirement Benefits
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Service cost
$
5

 
$
4

Interest cost
11

 
13

Expected return on plan assets
(22
)
 
(21
)
Amortization of:
 
 
 
Net actuarial loss
3

 
1

Prior service credit
(4
)
 
(1
)
Net periodic benefit credit
$
(7
)
 
$
(4
)

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 March 31,
 
2020
 
2019
 
2020
 
2019
 
(In millions)
Service cost
$
25

 
$
21

 
$
6

 
$
5

Interest cost
46

 
55

 
14

 
18

Expected return on plan assets
(83
)
 
(81
)
 
(32
)
 
(31
)
Amortization of:
 
 
 
 
 
 
 
Net actuarial loss
43

 
32

 
5

 
3

Prior service credit
—

 
—

 
(5
)
 
(2
)
Net periodic benefit cost (credit)
$
31

 
$
27

 
$
(12
)
 
$
(7
)
XML 94 R4.htm IDEA: XBRL DOCUMENT v3.20.1
Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Tax effect on benefit obligation $ 1 $ 1
Tax effect on net unrealized losses on derivatives during the period $ 0 $ (1)
XML 95 R32.htm IDEA: XBRL DOCUMENT v3.20.1
Financial and Other Derivative Instruments (Tables)
 3 Months Ended
Mar. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Fair Value of Derivative Instruments
The following table presents the fair value of derivative instruments for DTE Energy:
 
March 31, 2020
 
December 31, 2019
 
Derivative
Assets
 
Derivative Liabilities
 
Derivative
Assets
 
Derivative Liabilities
 
(In millions)
Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
Commodity contracts
 
 
 
 
 
 
 
Natural gas
$
282

 
$
(278
)
 
$
355

 
$
(351
)
Electricity
313

 
(317
)
 
306

 
(298
)
Environmental & Other
179

 
(149
)
 
113

 
(121
)
Foreign currency exchange contracts
7

 
(2
)
 
1

 
—

Total derivatives not designated as hedging instruments
$
781

 
$
(746
)
 
$
775

 
$
(770
)
 
 
 
 
 
 
 
 
Current
$
601

 
$
(577
)
 
$
646

 
$
(596
)
Noncurrent
180

 
(169
)
 
129

 
(174
)
Total derivatives
$
781

 
$
(746
)
 
$
775

 
$
(770
)

The following table presents the fair value of derivative instruments for DTE Electric:
 
March 31, 2020
 
December 31, 2019
 
(In millions)
FTRs — Other current assets
$
1

 
$
3

Total derivatives not designated as hedging instruments
$
1

 
$
3
Netting Offsets of Derivative Assets
The following table presents net cash collateral offsetting arrangements for DTE Energy:
 
March 31, 2020
 
December 31, 2019
 
(In millions)
Cash collateral recorded in Accounts receivable(a)
$
10

 
$
13

Cash collateral recorded in Accounts payable(a)
(3
)
 
(3
)
Total net cash collateral posted (received)
$
7

 
$
10

_______________________________________
(a)
Amounts are recorded net by counterparty.
The following table presents the netting offsets of Derivative assets and liabilities for DTE Energy:
 
March 31, 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
$
282

 
$
(204
)
 
$
78

 
$
355

 
$
(266
)
 
$
89

Electricity
313

 
(242
)
 
71

 
306

 
(225
)
 
81

Environmental & Other
179

 
(163
)
 
16

 
113

 
(110
)
 
3

Foreign currency exchange contracts
7

 
(2
)
 
5

 
1

 
—

 
1

Total derivative assets
$
781

 
$
(611
)
 
$
170

 
$
775

 
$
(601
)
 
$
174

 
 
 
 
 
 
 
 
 
 
 
 
Derivative liabilities
 
 
 
 
 
 
 
 
 
 
 
Commodity contracts
 
 
 
 
 
 
 
 
 
 
 
Natural gas
$
(278
)
 
$
204

 
$
(74
)
 
$
(351
)
 
$
266

 
$
(85
)
Electricity
(317
)
 
242

 
(75
)
 
(298
)
 
225

 
(73
)
Environmental & Other
(149
)
 
163

 
14

 
(121
)
 
110

 
(11
)
Interest rate contracts
—

 
—

 
—

 
—

 
—

 
—

Foreign currency exchange contracts
(2
)
 
2

 
—

 
—

 
—

 
—

Total derivative liabilities
$
(746
)
 
$
611

 
$
(135
)
 
$
(770
)
 
$
601

 
$
(169
)
Netting Offsets of Derivative Liabilities
The following table presents net cash collateral offsetting arrangements for DTE Energy:
 
March 31, 2020
 
December 31, 2019
 
(In millions)
Cash collateral recorded in Accounts receivable(a)
$
10

 
$
13

Cash collateral recorded in Accounts payable(a)
(3
)
 
(3
)
Total net cash collateral posted (received)
$
7

 
$
10

_______________________________________
(a)
Amounts are recorded net by counterparty.
The following table presents the netting offsets of Derivative assets and liabilities for DTE Energy:
 
March 31, 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
$
282

 
$
(204
)
 
$
78

 
$
355

 
$
(266
)
 
$
89

Electricity
313

 
(242
)
 
71

 
306

 
(225
)
 
81

Environmental & Other
179

 
(163
)
 
16

 
113

 
(110
)
 
3

Foreign currency exchange contracts
7

 
(2
)
 
5

 
1

 
—

 
1

Total derivative assets
$
781

 
$
(611
)
 
$
170

 
$
775

 
$
(601
)
 
$
174

 
 
 
 
 
 
 
 
 
 
 
 
Derivative liabilities
 
 
 
 
 
 
 
 
 
 
 
Commodity contracts
 
 
 
 
 
 
 
 
 
 
 
Natural gas
$
(278
)
 
$
204

 
$
(74
)
 
$
(351
)
 
$
266

 
$
(85
)
Electricity
(317
)
 
242

 
(75
)
 
(298
)
 
225

 
(73
)
Environmental & Other
(149
)
 
163

 
14

 
(121
)
 
110

 
(11
)
Interest rate contracts
—

 
—

 
—

 
—

 
—

 
—

Foreign currency exchange contracts
(2
)
 
2

 
—

 
—

 
—

 
—

Total derivative liabilities
$
(746
)
 
$
611

 
$
(135
)
 
$
(770
)
 
$
601

 
$
(169
)
Netting Offsets of Derivative Assets and Liabilities Reconciliation to the Statements of Financial Position
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:
 
March 31, 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
$
601

 
$
180

 
$
(577
)
 
$
(169
)
 
$
646

 
$
129

 
$
(596
)
 
$
(174
)
Counterparty netting
(489
)
 
(122
)
 
489

 
122

 
(513
)
 
(88
)
 
513

 
88

Collateral adjustment
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total derivatives as reported
$
112

 
$
58

 
$
(88
)
 
$
(47
)
 
$
133

 
$
41

 
$
(83
)
 
$
(86
)
Gain (Loss) Recognized in Income on Derivatives
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 March 31,
 
 
2020
 
2019
 
 
 
 
(In millions)
Commodity contracts
 
 
 
 
Natural gas
 
Operating Revenues — Non-utility operations
 
$
(11
)
 
$
(15
)
Natural gas
 
Fuel, purchased power, and gas — non-utility
 
36

 
70

Electricity
 
Operating Revenues — Non-utility operations
 
1

 
(49
)
Environmental & Other
 
Operating Revenues — Non-utility operations
 
21

 
1

Foreign currency exchange contracts
 
Operating Revenues — Non-utility operations
 
5

 
(1
)
Total
 
 
 
$
52

 
$
6
Volume of Commodity Contracts
The following represents the cumulative gross volume of DTE Energy's derivative contracts outstanding as of March 31, 2020:
Commodity
 
Number of Units
Natural gas (MMBtu)
 
1,756,620,693

Electricity (MWh)
 
36,261,221

Foreign currency exchange (CAD)
 
82,707,523

Renewable Energy Certificates (MWh)
 
11,761,761
XML 96 R52.htm IDEA: XBRL DOCUMENT v3.20.1
Revenue (Expected Recognition of Deferred Revenue) (Details)
$ in Millions
Mar. 31, 2020
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 6
Remaining performance obligation, expected timing of satisfaction 9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 50
Remaining performance obligation, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 7
Remaining performance obligation, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 3
Remaining performance obligation, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 6
Remaining performance obligation, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 11
Remaining performance obligation, expected timing of satisfaction
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 83
XML 97 R56.htm IDEA: XBRL DOCUMENT v3.20.1
Fair Value (Assets and Liabilities Recorded at Fair Value on a Recurring Basis) (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Derivative assets    
Derivative assets, gross $ 781 $ 775
Derivative asset, netting (611) (601)
Derivative assets, net 170 174
Derivative liabilities    
Derivative liabilities, gross (746) (770)
Derivative liability, netting 611 601
Derivative liabilities, net (135) (169)
Current liabilities    
Derivative liabilities    
Derivative liabilities, gross (577) (596)
Noncurrent liabilities    
Derivative liabilities    
Derivative liabilities, gross (169) (174)
Natural gas    
Derivative assets    
Derivative assets, gross 282 355
Derivative asset, netting (204) (266)
Derivative assets, net 78 89
Derivative liabilities    
Derivative liabilities, gross (278) (351)
Derivative liability, netting 204 266
Derivative liabilities, net (74) (85)
Electricity    
Derivative assets    
Derivative assets, gross 313 306
Derivative asset, netting (242) (225)
Derivative assets, net 71 81
Derivative liabilities    
Derivative liabilities, gross (317) (298)
Derivative liability, netting 242 225
Derivative liabilities, net (75) (73)
Environmental & Other    
Derivative assets    
Derivative assets, gross 179 113
Derivative asset, netting (163) (110)
Derivative assets, net 16 3
Derivative liabilities    
Derivative liabilities, gross (149) (121)
Derivative liability, netting 163 110
Derivative liabilities, net 14 (11)
Foreign currency exchange contracts    
Derivative assets    
Derivative assets, gross 7 1
Derivative asset, netting (2) 0
Derivative assets, net 5 1
Derivative liabilities    
Derivative liabilities, gross (2) 0
Derivative liability, netting 2 0
Derivative liabilities, net 0 0
Recurring    
Assets    
Cash equivalents 421 15
Derivative assets    
Derivative asset, netting (611) (601)
Derivative assets, net 170 174
Total assets 2,220 2,073
Derivative liabilities    
Derivative liability, netting 611 601
Derivative liabilities, net (135) (169)
Net Assets at end of period 2,085 1,904
Net Assets at end of period, netting 0 0
Recurring | DTE Electric    
Assets    
Cash equivalents 11 11
Derivative assets    
Total assets 1,462 1,688
Recurring | Current assets    
Derivative assets    
Derivative asset, netting (489) (513)
Total assets 533 148
Recurring | Current assets | DTE Electric    
Derivative assets    
Total assets 12 14
Recurring | Noncurrent assets    
Derivative assets    
Derivative asset, netting (122) (88)
Total assets 1,687 1,925
Recurring | Noncurrent assets | DTE Electric    
Derivative assets    
Total assets 1,450 1,674
Recurring | Current liabilities    
Derivative liabilities    
Derivative liability, netting 489 513
Derivative liabilities, net (88) (83)
Recurring | Noncurrent liabilities    
Derivative liabilities    
Derivative liability, netting 122 88
Derivative liabilities, net (47) (86)
Recurring | Cash and cash equivalents    
Assets    
Cash equivalents 409 4
Recurring | Restricted cash    
Assets    
Cash equivalents 1  
Recurring | Other    
Assets    
Cash equivalents 11 11
Recurring | Other | DTE Electric    
Assets    
Cash equivalents 11 11
Recurring | Natural gas    
Derivative assets    
Derivative asset, netting (204) (266)
Derivative assets, net 78 89
Derivative liabilities    
Derivative liability, netting 204 266
Derivative liabilities, net (74) (85)
Recurring | Electricity    
Derivative assets    
Derivative asset, netting (242) (225)
Derivative assets, net 71 81
Derivative liabilities    
Derivative liability, netting 242 225
Derivative liabilities, net (75) (73)
Recurring | Environmental & Other    
Derivative assets    
Derivative asset, netting (163) (110)
Derivative assets, net 16 3
Derivative liabilities    
Derivative liability, netting 163 110
Derivative liabilities, net 14 (11)
Recurring | Foreign currency exchange contracts    
Derivative assets    
Derivative asset, netting (2) 0
Derivative assets, net 5 1
Derivative liabilities    
Derivative liability, netting 2 0
Derivative liabilities, net 0 0
Recurring | Derivative assets — FTRs | DTE Electric    
Derivative assets    
Derivative assets, net 1 3
Recurring | Cash equivalents    
Assets    
Nuclear decommissioning trusts 82 34
Other investments 4 4
Recurring | Cash equivalents | DTE Electric    
Assets    
Nuclear decommissioning trusts 82 34
Recurring | Private equity and other    
Assets    
Nuclear decommissioning trusts 62 43
Recurring | Private equity and other | DTE Electric    
Assets    
Nuclear decommissioning trusts 62 43
Recurring | Equity securities    
Assets    
Nuclear decommissioning trusts 792 1,046
Other investments 115 140
Recurring | Equity securities | DTE Electric    
Assets    
Nuclear decommissioning trusts 792 1,046
Other investments 11 13
Recurring | Fixed income securities    
Assets    
Nuclear decommissioning trusts 503 538
Other investments 71 79
Recurring | Fixed income securities | DTE Electric    
Assets    
Nuclear decommissioning trusts 503 538
Recurring | Level 1    
Assets    
Cash equivalents 421 15
Derivative assets    
Derivative assets, gross 132 205
Total assets 1,744 1,683
Derivative liabilities    
Derivative liabilities, gross (175) (221)
Net Assets at end of period 1,569 1,462
Recurring | Level 1 | DTE Electric    
Assets    
Cash equivalents 11 11
Derivative assets    
Total assets 1,023 1,264
Recurring | Level 1 | Current assets    
Derivative assets    
Total assets 550 218
Recurring | Level 1 | Current assets | DTE Electric    
Derivative assets    
Total assets 11 11
Recurring | Level 1 | Noncurrent assets    
Derivative assets    
Total assets 1,194 1,465
Recurring | Level 1 | Noncurrent assets | DTE Electric    
Derivative assets    
Total assets 1,012 1,253
Recurring | Level 1 | Current liabilities    
Derivative liabilities    
Derivative liabilities, gross (163) (211)
Recurring | Level 1 | Noncurrent liabilities    
Derivative liabilities    
Derivative liabilities, gross (12) (10)
Recurring | Level 1 | Natural gas    
Derivative assets    
Derivative assets, gross 132 205
Derivative liabilities    
Derivative liabilities, gross (170) (221)
Recurring | Level 1 | Electricity    
Derivative assets    
Derivative assets, gross 0 0
Derivative liabilities    
Derivative liabilities, gross 0 0
Recurring | Level 1 | Environmental & Other    
Derivative assets    
Derivative assets, gross 0 0
Derivative liabilities    
Derivative liabilities, gross (5) 0
Recurring | Level 1 | Foreign currency exchange contracts    
Derivative assets    
Derivative assets, gross 0 0
Derivative liabilities    
Derivative liabilities, gross 0 0
Recurring | Level 1 | Derivative assets — FTRs | DTE Electric    
Derivative assets    
Derivative assets, net 0 0
Recurring | Level 1 | Cash equivalents    
Assets    
Nuclear decommissioning trusts 82 34
Other investments 4 4
Recurring | Level 1 | Cash equivalents | DTE Electric    
Assets    
Nuclear decommissioning trusts 82 34
Recurring | Level 1 | Private equity and other    
Assets    
Nuclear decommissioning trusts 0 0
Recurring | Level 1 | Private equity and other | DTE Electric    
Assets    
Nuclear decommissioning trusts 0 0
Recurring | Level 1 | Equity securities    
Assets    
Nuclear decommissioning trusts 792 1,046
Other investments 115 140
Recurring | Level 1 | Equity securities | DTE Electric    
Assets    
Nuclear decommissioning trusts 792 1,046
Other investments 11 13
Recurring | Level 1 | Fixed income securities    
Assets    
Nuclear decommissioning trusts 127 160
Other investments 71 79
Recurring | Level 1 | Fixed income securities | DTE Electric    
Assets    
Nuclear decommissioning trusts 127 160
Recurring | Level 2    
Assets    
Cash equivalents 0 0
Derivative assets    
Derivative assets, gross 477 410
Total assets 853 788
Derivative liabilities    
Derivative liabilities, gross (423) (393)
Net Assets at end of period 430 395
Recurring | Level 2 | DTE Electric    
Assets    
Cash equivalents 0 0
Derivative assets    
Total assets 376 378
Recurring | Level 2 | Current assets    
Derivative assets    
Total assets 350 320
Recurring | Level 2 | Current assets | DTE Electric    
Derivative assets    
Total assets 0 0
Recurring | Level 2 | Noncurrent assets    
Derivative assets    
Total assets 503 468
Recurring | Level 2 | Noncurrent assets | DTE Electric    
Derivative assets    
Total assets 376 378
Recurring | Level 2 | Current liabilities    
Derivative liabilities    
Derivative liabilities, gross (325) (300)
Recurring | Level 2 | Noncurrent liabilities    
Derivative liabilities    
Derivative liabilities, gross (98) (93)
Recurring | Level 2 | Natural gas    
Derivative assets    
Derivative assets, gross 78 76
Derivative liabilities    
Derivative liabilities, gross (44) (41)
Recurring | Level 2 | Electricity    
Derivative assets    
Derivative assets, gross 214 223
Derivative liabilities    
Derivative liabilities, gross (233) (231)
Recurring | Level 2 | Environmental & Other    
Derivative assets    
Derivative assets, gross 178 110
Derivative liabilities    
Derivative liabilities, gross (144) (121)
Recurring | Level 2 | Foreign currency exchange contracts    
Derivative assets    
Derivative assets, gross 7 1
Derivative liabilities    
Derivative liabilities, gross (2) 0
Recurring | Level 2 | Derivative assets — FTRs | DTE Electric    
Derivative assets    
Derivative assets, net 0 0
Recurring | Level 2 | Cash equivalents    
Assets    
Nuclear decommissioning trusts 0 0
Other investments 0 0
Recurring | Level 2 | Cash equivalents | DTE Electric    
Assets    
Nuclear decommissioning trusts 0 0
Recurring | Level 2 | Private equity and other    
Assets    
Nuclear decommissioning trusts 0 0
Recurring | Level 2 | Private equity and other | DTE Electric    
Assets    
Nuclear decommissioning trusts 0 0
Recurring | Level 2 | Equity securities    
Assets    
Nuclear decommissioning trusts 0 0
Other investments 0 0
Recurring | Level 2 | Equity securities | DTE Electric    
Assets    
Nuclear decommissioning trusts 0 0
Other investments 0 0
Recurring | Level 2 | Fixed income securities    
Assets    
Nuclear decommissioning trusts 376 378
Other investments 0 0
Recurring | Level 2 | Fixed income securities | DTE Electric    
Assets    
Nuclear decommissioning trusts 376 378
Recurring | Level 3    
Assets    
Cash equivalents 0 0
Derivative assets    
Derivative assets, gross 172 160
Total assets 172 160
Derivative liabilities    
Derivative liabilities, gross (148) (156)
Net Assets at end of period 24 4
Recurring | Level 3 | DTE Electric    
Assets    
Cash equivalents 0 0
Derivative assets    
Total assets 1 3
Recurring | Level 3 | Current assets    
Derivative assets    
Total assets 122 123
Recurring | Level 3 | Current assets | DTE Electric    
Derivative assets    
Total assets 1 3
Recurring | Level 3 | Noncurrent assets    
Derivative assets    
Total assets 50 37
Recurring | Level 3 | Noncurrent assets | DTE Electric    
Derivative assets    
Total assets 0 0
Recurring | Level 3 | Current liabilities    
Derivative liabilities    
Derivative liabilities, gross (89) (85)
Recurring | Level 3 | Noncurrent liabilities    
Derivative liabilities    
Derivative liabilities, gross (59) (71)
Recurring | Level 3 | Natural gas    
Derivative assets    
Derivative assets, gross 72 74
Derivative liabilities    
Derivative liabilities, gross (64) (89)
Recurring | Level 3 | Electricity    
Derivative assets    
Derivative assets, gross 99 83
Derivative liabilities    
Derivative liabilities, gross (84) (67)
Recurring | Level 3 | Environmental & Other    
Derivative assets    
Derivative assets, gross 1 3
Derivative liabilities    
Derivative liabilities, gross 0 0
Recurring | Level 3 | Foreign currency exchange contracts    
Derivative assets    
Derivative assets, gross 0 0
Derivative liabilities    
Derivative liabilities, gross 0 0
Recurring | Level 3 | Derivative assets — FTRs | DTE Electric    
Derivative assets    
Derivative assets, net 1 3
Recurring | Level 3 | Cash equivalents    
Assets    
Nuclear decommissioning trusts 0 0
Other investments 0 0
Recurring | Level 3 | Cash equivalents | DTE Electric    
Assets    
Nuclear decommissioning trusts 0 0
Recurring | Level 3 | Private equity and other    
Assets    
Nuclear decommissioning trusts 0 0
Recurring | Level 3 | Private equity and other | DTE Electric    
Assets    
Nuclear decommissioning trusts 0 0
Recurring | Level 3 | Equity securities    
Assets    
Nuclear decommissioning trusts 0 0
Other investments 0 0
Recurring | Level 3 | Equity securities | DTE Electric    
Assets    
Nuclear decommissioning trusts 0 0
Other investments 0 0
Recurring | Level 3 | Fixed income securities    
Assets    
Nuclear decommissioning trusts 0 0
Other investments 0 0
Recurring | Level 3 | Fixed income securities | DTE Electric    
Assets    
Nuclear decommissioning trusts 0 0
Recurring | Other    
Derivative assets    
Total assets 62 43
Derivative liabilities    
Net Assets at end of period 62 43
Recurring | Other | DTE Electric    
Derivative assets    
Total assets 62 43
Recurring | Other | Noncurrent assets    
Derivative assets    
Total assets 62 43
Recurring | Other | Noncurrent assets | DTE Electric    
Derivative assets    
Total assets 62 43
Recurring | Other | Private equity and other    
Assets    
Nuclear decommissioning trusts 62 43
Recurring | Other | Private equity and other | DTE Electric    
Assets    
Nuclear decommissioning trusts $ 62 $ 43
XML 98 R79.htm IDEA: XBRL DOCUMENT v3.20.1
Leases (Lease Income Associated with Operating Leases) (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Leases [Abstract]    
Fixed payments $ 16 $ 17
Variable payments 23 27
Total lease income under operating leases $ 39 $ 44
XML 99 dteenergy2020033110q_htm.xml IDEA: XBRL DOCUMENT 0000936340 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember 2020-01-01 2020-03-31 0000936340 2020-03-31 0000936340 dte:DTEElectricMember 2020-03-31 0000936340 dte:SeriesE20175.25JuniorSubordinatedDebenturesDue2077Member 2020-01-01 2020-03-31 0000936340 dte:SeriesF20166.00JuniorSubordinatedDebenturesDue2076Member 2020-01-01 2020-03-31 0000936340 us-gaap:CommonStockMember 2020-01-01 2020-03-31 0000936340 dte:SeriesC20125.25JuniorSubordinatedDebenturesDue2062Member 2020-01-01 2020-03-31 0000936340 dte:SeriesB20165.375JuniorSubordinatedDebenturesDue2076Member 2020-01-01 2020-03-31 0000936340 2019-01-01 2019-03-31 0000936340 2019-12-31 0000936340 2018-12-31 0000936340 2019-03-31 0000936340 us-gaap:CommonStockMember 2019-12-31 0000936340 us-gaap:CommonStockMember 2020-03-31 0000936340 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-03-31 0000936340 us-gaap:RetainedEarningsMember 2019-12-31 0000936340 us-gaap:RetainedEarningsMember 2020-03-31 0000936340 us-gaap:CommonStockMember 2020-01-01 2020-03-31 0000936340 us-gaap:NoncontrollingInterestMember 2020-03-31 0000936340 us-gaap:NoncontrollingInterestMember 2020-01-01 2020-03-31 0000936340 us-gaap:RetainedEarningsMember 2020-01-01 2020-03-31 0000936340 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-03-31 0000936340 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0000936340 us-gaap:NoncontrollingInterestMember 2019-12-31 0000936340 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-03-31 0000936340 us-gaap:CommonStockMember 2019-01-01 2019-03-31 0000936340 us-gaap:CommonStockMember 2018-12-31 0000936340 us-gaap:CommonStockMember 2019-03-31 0000936340 us-gaap:NoncontrollingInterestMember 2018-12-31 0000936340 us-gaap:NoncontrollingInterestMember 2019-03-31 0000936340 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0000936340 us-gaap:RetainedEarningsMember 2019-01-01 2019-03-31 0000936340 us-gaap:RetainedEarningsMember 2019-01-01 0000936340 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 0000936340 2019-01-01 0000936340 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-03-31 0000936340 us-gaap:NoncontrollingInterestMember 2019-01-01 2019-03-31 0000936340 us-gaap:RetainedEarningsMember 2019-03-31 0000936340 us-gaap:RetainedEarningsMember 2018-12-31 0000936340 dte:DTEElectricMember 2019-01-01 2019-03-31 0000936340 dte:DTEElectricMember 2019-12-31 0000936340 dte:DTEElectricMember 2019-03-31 0000936340 dte:DTEElectricMember 2018-12-31 0000936340 us-gaap:AdditionalPaidInCapitalMember dte:DTEElectricMember 2019-03-31 0000936340 us-gaap:CommonStockMember dte:DTEElectricMember 2018-12-31 0000936340 us-gaap:CommonStockMember dte:DTEElectricMember 2019-03-31 0000936340 us-gaap:RetainedEarningsMember dte:DTEElectricMember 2019-01-01 2019-03-31 0000936340 us-gaap:RetainedEarningsMember dte:DTEElectricMember 2019-03-31 0000936340 us-gaap:AdditionalPaidInCapitalMember dte:DTEElectricMember 2018-12-31 0000936340 us-gaap:RetainedEarningsMember dte:DTEElectricMember 2018-12-31 0000936340 us-gaap:CommonStockMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:RetainedEarningsMember dte:DTEElectricMember 2020-01-01 2020-03-31 0000936340 us-gaap:AdditionalPaidInCapitalMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:AdditionalPaidInCapitalMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:RetainedEarningsMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:CommonStockMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:RetainedEarningsMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember 2020-03-31 0000936340 us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember 2019-12-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiarySGGRestrictedMember 2020-01-01 2020-03-31 0000936340 stpr:WV dte:MidstreamNaturalGasAssetsMember 2020-03-31 0000936340 dte:NEXUSPipelineMember 2020-03-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiarySGGRestrictedMember 2019-12-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiarySGGRestrictedMember 2020-03-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiaryOtherRestrictedMember 2020-03-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiaryRestrictedMember 2020-03-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiaryRestrictedMember 2019-12-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiaryOtherRestrictedMember 2019-12-31 0000936340 dte:VariableInterestEntityPrimaryBeneficiarySGGRestrictedMember 2019-05-01 2019-12-31 0000936340 us-gaap:TradeAccountsReceivableMember 2020-01-02 2020-03-31 0000936340 dte:DTEElectricMember 2020-01-01 0000936340 2020-01-02 2020-03-31 0000936340 dte:DTEElectricMember 2020-01-02 2020-03-31 0000936340 dte:OtherFinancingReceivablesMember 2020-01-02 2020-03-31 0000936340 2020-01-01 0000936340 us-gaap:TradeAccountsReceivableMember 2020-03-31 0000936340 us-gaap:TradeAccountsReceivableMember 2020-01-01 0000936340 dte:OtherFinancingReceivablesMember 2020-03-31 0000936340 dte:OtherFinancingReceivablesMember 2020-01-01 0000936340 srt:ParentCompanyMember dte:DTEElectricMember 2020-01-01 2020-03-31 0000936340 srt:ParentCompanyMember dte:DTEElectricMember 2019-01-01 2019-03-31 0000936340 dte:DTEElectricandDTEGasMember 2020-01-01 2020-03-31 0000936340 srt:ParentCompanyMember dte:DTEElectricMember 2019-12-31 0000936340 srt:MinimumMember 2020-01-01 2020-03-31 0000936340 srt:MaximumMember 2020-01-01 2020-03-31 0000936340 us-gaap:UnbilledRevenuesMember 2020-01-01 2020-03-31 0000936340 us-gaap:AccountingStandardsUpdate201802Member us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 0000936340 srt:ParentCompanyMember dte:DTEElectricMember 2020-03-31 0000936340 dte:FinanceLeaseReceivableMember dte:InternalGradeTwoMember dte:DTEElectricMember 2020-03-31 0000936340 dte:FinanceLeaseReceivableMember dte:InternalGradeTwoMember 2020-03-31 0000936340 us-gaap:NotesReceivableMember dte:InternalGradeOneMember dte:DTEElectricMember 2020-03-31 0000936340 dte:FinanceLeaseReceivableMember dte:InternalGradeOneMember 2020-03-31 0000936340 us-gaap:NotesReceivableMember dte:InternalGradeOneMember 2020-03-31 0000936340 us-gaap:NotesReceivableMember dte:InternalGradeTwoMember 2020-03-31 0000936340 us-gaap:NotesReceivableMember dte:DTEElectricMember 2020-03-31 0000936340 dte:FinanceLeaseReceivableMember 2020-03-31 0000936340 us-gaap:NotesReceivableMember 2020-03-31 0000936340 dte:FinanceLeaseReceivableMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:NotesReceivableMember dte:InternalGradeTwoMember dte:DTEElectricMember 2020-03-31 0000936340 dte:FinanceLeaseReceivableMember dte:InternalGradeOneMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:AccountingStandardsUpdate201802Member us-gaap:RetainedEarningsMember 2019-01-01 0000936340 dte:HeritageSustainableEnergyRenewableEnergyProjectOneMember dte:ElectricMember dte:DTESustainableGenerationMember 2019-09-12 0000936340 dte:HeritageSustainableEnergyRenewableEnergyProjectOneMember us-gaap:CustomerContractsMember dte:ElectricMember dte:DTESustainableGenerationMember 2019-09-12 0000936340 dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2019-12-04 2019-12-04 0000936340 dte:SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMember us-gaap:CustomerContractsMember dte:PowerAndIndustrialProjectsMember 2020-02-18 2020-02-18 0000936340 srt:MaximumMember dte:HeritageSustainableEnergyRenewableEnergyProjectOneMember us-gaap:CustomerContractsMember dte:ElectricMember dte:DTESustainableGenerationMember 2019-09-12 2019-09-12 0000936340 srt:MinimumMember dte:HeritageSustainableEnergyRenewableEnergyProjectOneMember us-gaap:CustomerContractsMember dte:ElectricMember dte:DTESustainableGenerationMember 2019-09-12 2019-09-12 0000936340 dte:M5LouisianaGatheringLLCMember us-gaap:CustomerRelationshipsMember dte:GasStorageAndPipelinesMember 2019-12-04 0000936340 dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2019-12-31 0000936340 dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2019-12-05 2019-12-31 0000936340 dte:M5LouisianaGatheringLLCMember us-gaap:CustomerRelationshipsMember dte:GasStorageAndPipelinesMember 2019-12-04 2019-12-04 0000936340 dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2020-03-31 0000936340 dte:HeritageSustainableEnergyRenewableEnergyProjectOneMember dte:ElectricMember dte:DTESustainableGenerationMember 2019-09-12 2019-09-12 0000936340 dte:SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMember dte:PowerAndIndustrialProjectsMember 2020-02-18 2020-02-18 0000936340 us-gaap:CommonStockMember dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2019-12-31 0000936340 dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2019-12-04 0000936340 dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2020-01-01 2020-03-31 0000936340 dte:HeritageSustainableEnergyRenewableEnergyProjectTwoMember dte:ElectricMember dte:DTESustainableGenerationMember 2020-01-01 2020-01-31 0000936340 dte:LongTermDebtOtherMember dte:M5LouisianaGatheringLLCMember dte:GasStorageAndPipelinesMember 2019-12-31 0000936340 dte:SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMember dte:PowerAndIndustrialProjectsMember 2020-02-18 0000936340 dte:SouthJerseyIndustriesCombinedHeatandPowerGenerationFacilityMember us-gaap:CustomerContractsMember dte:PowerAndIndustrialProjectsMember 2020-02-18 0000936340 2022-01-01 2020-03-31 0000936340 2023-01-01 2020-03-31 0000936340 2020-03-31 0000936340 2024-01-01 2020-03-31 0000936340 2025-01-01 2020-03-31 0000936340 2021-01-01 2020-03-31 0000936340 2020-04-01 2020-03-31 0000936340 dte:PowerAndIndustrialProjectsMember 2019-01-01 2019-03-31 0000936340 dte:GasStorageAndPipelinesMember 2019-01-01 2019-03-31 0000936340 dte:IntermediateTransportationMember dte:GasMember 2019-01-01 2019-03-31 0000936340 dte:OtherMember dte:ElectricMember 2019-01-01 2019-03-31 0000936340 dte:ElectricMember 2019-01-01 2019-03-31 0000936340 dte:EndUserTransportationMember dte:GasMember 2020-01-01 2020-03-31 0000936340 dte:IntermediateTransportationMember dte:GasMember 2020-01-01 2020-03-31 0000936340 dte:GasMember 2020-01-01 2020-03-31 0000936340 dte:CommercialMember dte:ElectricMember 2020-01-01 2020-03-31 0000936340 dte:EnergyTradingMember 2019-01-01 2019-03-31 0000936340 dte:OtherMember dte:GasMember 2020-01-01 2020-03-31 0000936340 dte:EnergyTradingMember 2020-01-01 2020-03-31 0000936340 dte:OtherMember dte:ElectricMember 2020-01-01 2020-03-31 0000936340 dte:IndustrialMember dte:ElectricMember 2019-01-01 2019-03-31 0000936340 dte:EndUserTransportationMember dte:GasMember 2019-01-01 2019-03-31 0000936340 dte:GasSalesMember dte:GasMember 2020-01-01 2020-03-31 0000936340 dte:GasSalesMember dte:GasMember 2019-01-01 2019-03-31 0000936340 dte:ResidentialMember dte:ElectricMember 2020-01-01 2020-03-31 0000936340 dte:CommercialMember dte:ElectricMember 2019-01-01 2019-03-31 0000936340 dte:ResidentialMember dte:ElectricMember 2019-01-01 2019-03-31 0000936340 dte:OtherMember dte:GasMember 2019-01-01 2019-03-31 0000936340 dte:PowerAndIndustrialProjectsMember 2020-01-01 2020-03-31 0000936340 dte:GasStorageAndPipelinesMember 2020-01-01 2020-03-31 0000936340 dte:GasMember 2019-01-01 2019-03-31 0000936340 dte:IndustrialMember dte:ElectricMember 2020-01-01 2020-03-31 0000936340 dte:ElectricMember 2020-01-01 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2023-01-01 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2022-01-01 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2020-04-01 dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2023-01-01 dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2025-01-01 dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2024-01-01 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2022-01-01 dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2024-01-01 dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FixedPriceContractMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2020-04-01 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2021-01-01 dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2025-01-01 2020-03-31 0000936340 us-gaap:FixedPriceContractMember 2021-01-01 2020-03-31 0000936340 us-gaap:ProductAndServiceOtherMember dte:GasMember 2019-01-01 2019-03-31 0000936340 dte:AlternativeRevenueProgramsMember dte:GasMember 2019-01-01 2019-03-31 0000936340 dte:ElectricMember dte:DTEElectricMember 2020-01-01 2020-03-31 0000936340 dte:OtherMember dte:DTESustainableGenerationMember dte:DTEElectricMember 2020-01-01 2020-03-31 0000936340 us-gaap:ProductAndServiceOtherMember dte:GasMember 2020-01-01 2020-03-31 0000936340 dte:AlternativeRevenueProgramsMember dte:GasMember 2020-01-01 2020-03-31 0000936340 us-gaap:ProductAndServiceOtherMember dte:ElectricMember 2020-01-01 2020-03-31 0000936340 us-gaap:ProductAndServiceOtherMember dte:ElectricMember 2019-01-01 2019-03-31 0000936340 dte:DTEGasRateCaseFiling2019Member dte:MPSCMember dte:DTEGasMember 2019-11-25 2019-11-25 0000936340 dte:ElectricRateCaseFiling2019Member dte:MPSCMember dte:DTEElectricMember 2019-07-08 2019-07-08 0000936340 dte:NuclearDecommissioningTrustFundMember us-gaap:NuclearPlantMember dte:DTEElectricMember 2019-12-31 0000936340 dte:NuclearDecommissioningTrustFundMember dte:LowLevelRadioactiveWasteMember dte:DTEElectricMember 2020-03-31 0000936340 dte:NuclearDecommissioningTrustFundMember dte:DTEElectricMember 2020-03-31 0000936340 dte:NuclearDecommissioningTrustFundMember us-gaap:NuclearPlantMember dte:DTEElectricMember 2020-03-31 0000936340 dte:NuclearDecommissioningTrustFundMember dte:LowLevelRadioactiveWasteMember dte:DTEElectricMember 2019-12-31 0000936340 dte:NuclearDecommissioningTrustFundMember dte:DTEElectricMember 2019-12-31 0000936340 dte:NuclearDecommissioningTrustFundMember dte:NuclearPlant1Member dte:DTEElectricMember 2019-12-31 0000936340 dte:NuclearDecommissioningTrustFundMember dte:NuclearPlant1Member dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000936340 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2020-03-31 0000936340 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000936340 dte:NuclearDecommissioningTrustFundMember dte:DTEElectricMember 2020-01-01 2020-03-31 0000936340 dte:NuclearDecommissioningTrustFundMember dte:DTEElectricMember 2019-01-01 2019-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 srt:MaximumMember dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 srt:MinimumMember dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-03-31 0000936340 srt:WeightedAverageMember dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-03-31 0000936340 srt:WeightedAverageMember dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-03-31 0000936340 srt:MaximumMember dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-03-31 0000936340 srt:MinimumMember dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:CarryingReportedAmountFairValueDisclosureMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:EstimateOfFairValueFairValueDisclosureMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember srt:AffiliatedEntityMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:CarryingReportedAmountFairValueDisclosureMember srt:AffiliatedEntityMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:CarryingReportedAmountFairValueDisclosureMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:EstimateOfFairValueFairValueDisclosureMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:CarryingReportedAmountFairValueDisclosureMember srt:AffiliatedEntityMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:EstimateOfFairValueFairValueDisclosureMember srt:AffiliatedEntityMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember srt:AffiliatedEntityMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:EstimateOfFairValueFairValueDisclosureMember srt:AffiliatedEntityMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember srt:AffiliatedEntityMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:EstimateOfFairValueFairValueDisclosureMember srt:AffiliatedEntityMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-01-01 2019-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-01-01 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2018-12-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2019-12-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2019-12-31 0000936340 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2020-03-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2019-12-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2020-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember 2020-03-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2020-03-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2020-03-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:NoncurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentDerivativeLiabilityMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 dte:NuclearDecommissioningTrustFundMember us-gaap:FixedIncomeSecuritiesMember 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember 2020-01-01 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-01-01 2019-03-31 0000936340 dte:OtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember 2019-01-01 2019-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-01-01 2019-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-01-01 2020-03-31 0000936340 dte:OtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-01-01 2019-03-31 0000936340 dte:OtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-03-31 0000936340 dte:OtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000936340 dte:OtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-01-01 2020-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-01-01 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember 2019-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2019-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000936340 dte:OtherCommodityContractMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 srt:WeightedAverageMember dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2019-12-31 0000936340 srt:MaximumMember dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2019-12-31 0000936340 srt:MaximumMember dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2019-12-31 0000936340 srt:WeightedAverageMember dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2019-12-31 0000936340 srt:MinimumMember dte:NaturalGasCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2019-12-31 0000936340 srt:MinimumMember dte:ElectricityCommodityContractMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputCommodityForwardPriceMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2019-12-31 0000936340 dte:NuclearDecommissioningTrustFundMember us-gaap:EquitySecuritiesMember dte:DTEElectricMember 2020-03-31 0000936340 dte:NuclearDecommissioningTrustFundMember us-gaap:EquitySecuritiesMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember dte:DTEElectricMember 2019-12-31 0000936340 dte:FinancialTransmissionRightsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember dte:DTEElectricMember 2019-12-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember dte:DTEElectricMember 2020-03-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 dte:FinancialTransmissionRightsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 dte:FinancialTransmissionRightsMember us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember dte:DTEElectricMember 2020-03-31 0000936340 dte:FinancialTransmissionRightsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember dte:DTEElectricMember 2020-03-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember dte:DTEElectricMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 dte:FinancialTransmissionRightsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 dte:FinancialTransmissionRightsMember us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember dte:DTEElectricMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember dte:DTEElectricMember 2019-12-31 0000936340 dte:FinancialTransmissionRightsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PrivateEquityFundsMember dte:DTEElectricMember 2020-03-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:CashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember dte:DTEElectricMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 dte:NoncurrentAssetMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 dte:FinancialTransmissionRightsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 dte:CurrentAssetMember us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:FixedIncomeSecuritiesMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:OtherInvestmentsMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 dte:RestrictedCashMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:FixedIncomeSecuritiesMember 2019-01-01 2019-03-31 0000936340 us-gaap:CashAndCashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:CashAndCashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000936340 us-gaap:OtherInvestmentsMember us-gaap:FairValueMeasurementsRecurringMember 2020-03-31 0000936340 us-gaap:AssetHeldInTrustMember 2019-01-01 2019-03-31 0000936340 srt:MinimumMember us-gaap:PrivateEquityFundsMember 2020-01-01 2020-03-31 0000936340 us-gaap:EquitySecuritiesMember 2019-01-01 2019-03-31 0000936340 us-gaap:AssetHeldInTrustMember 2020-01-01 2020-03-31 0000936340 us-gaap:OtherInvestmentsMember us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:PrivateEquityFundsMember 2019-12-31 0000936340 us-gaap:PrivateEquityFundsMember 2020-03-31 0000936340 us-gaap:FixedIncomeSecuritiesMember 2020-01-01 2020-03-31 0000936340 us-gaap:EquitySecuritiesMember 2020-01-01 2020-03-31 0000936340 srt:MaximumMember us-gaap:PrivateEquityFundsMember 2020-01-01 2020-03-31 0000936340 us-gaap:OtherInvestmentsMember us-gaap:FairValueMeasurementsRecurringMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:NondesignatedMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:NondesignatedMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:NondesignatedMember 2019-12-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2019-12-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:NondesignatedMember 2019-12-31 0000936340 dte:CurrentDerivativeAssetMember 2020-03-31 0000936340 dte:NoncurrentDerivativeAssetMember 2019-12-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:NondesignatedMember 2019-12-31 0000936340 dte:CurrentDerivativeAssetMember 2019-12-31 0000936340 dte:CurrentDerivativeLiabilityMember 2019-12-31 0000936340 dte:NoncurrentDerivativeAssetMember 2020-03-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2020-03-31 0000936340 dte:CurrentDerivativeLiabilityMember 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:NondesignatedMember 2020-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:NondesignatedMember 2020-03-31 0000936340 us-gaap:NondesignatedMember 2019-12-31 0000936340 dte:NoncurrentDerivativeLiabilityMember 2019-12-31 0000936340 dte:NoncurrentDerivativeLiabilityMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember 2020-01-01 2020-03-31 0000936340 dte:RenewableEnergyCommodityContractMember 2020-01-01 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember 2020-01-01 2020-03-31 0000936340 us-gaap:ForeignExchangeContractMember 2020-03-31 0000936340 us-gaap:NondesignatedMember dte:DTEElectricMember 2020-03-31 0000936340 dte:FinancialTransmissionRightsMember us-gaap:NondesignatedMember dte:DTEElectricMember 2020-03-31 0000936340 dte:FinancialTransmissionRightsMember us-gaap:NondesignatedMember dte:DTEElectricMember 2019-12-31 0000936340 us-gaap:NondesignatedMember dte:DTEElectricMember 2019-12-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember 2020-03-31 0000936340 dte:ElectricityCommodityContractMember 2019-12-31 0000936340 dte:ElectricityCommodityContractMember 2020-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember 2019-12-31 0000936340 us-gaap:ForeignExchangeContractMember 2019-12-31 0000936340 us-gaap:InterestRateContractMember 2020-03-31 0000936340 us-gaap:InterestRateContractMember 2019-12-31 0000936340 dte:NaturalGasCommodityContractMember 2019-12-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:SalesMember 2019-01-01 2019-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:SalesMember 2020-01-01 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember srt:FuelMember 2020-01-01 2020-03-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:SalesMember 2019-01-01 2019-03-31 0000936340 dte:NaturalGasCommodityContractMember srt:FuelMember 2019-01-01 2019-03-31 0000936340 dte:EnvironmentalandOtherCommodityContractMember us-gaap:SalesMember 2020-01-01 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:SalesMember 2019-01-01 2019-03-31 0000936340 dte:ElectricityCommodityContractMember us-gaap:SalesMember 2019-01-01 2019-03-31 0000936340 us-gaap:ForeignExchangeContractMember us-gaap:SalesMember 2020-01-01 2020-03-31 0000936340 dte:NaturalGasCommodityContractMember us-gaap:SalesMember 2020-01-01 2020-03-31 0000936340 dte:February20202.95MortgageBondsMaturingin2050Member us-gaap:MortgagesMember dte:DTEElectricMember 2020-03-31 0000936340 dte:February20202.25MortgageBondsMaturingin2030Member us-gaap:MortgagesMember dte:DTEElectricMember 2020-03-31 0000936340 dte:March20204.89SeniorNotesMaturing2020Member us-gaap:SeniorNotesMember dte:DTEElectricMember 2020-03-31 0000936340 dte:March20204.89SeniorNotesMaturing2020Member us-gaap:SeniorNotesMember dte:DTEElectricMember 2020-01-01 2020-03-31 0000936340 dte:A2010SeriesB3.45SeniorNotesDue2020Member us-gaap:SeniorNotesMember us-gaap:SubsequentEventMember dte:DTEElectricMember 2020-04-28 0000936340 us-gaap:UnsecuredDebtMember dte:March2020UnsecuredTermLoanMaturingIn2022Member 2020-03-01 2020-03-31 0000936340 dte:A2010SeriesB3.45SeniorNotesDue2020Member us-gaap:SeniorNotesMember us-gaap:SubsequentEventMember dte:DTEElectricMember 2020-04-01 2020-04-28 0000936340 dte:April20202.625MortgageBondsMaturingin2031Member us-gaap:MortgagesMember us-gaap:SubsequentEventMember dte:DTEElectricMember 2020-04-28 0000936340 dte:A2008SeriesKTVariableRateSeniorNotesDue2020Member us-gaap:SeniorNotesMember us-gaap:SubsequentEventMember dte:DTEElectricMember 2020-04-01 2020-04-28 0000936340 us-gaap:UnsecuredDebtMember dte:March2020UnsecuredTermLoanMaturingIn2022Member 2020-03-31 0000936340 srt:ParentCompanyMember dte:DemandFinancingAgreementMember 2020-03-31 0000936340 dte:DTEGasMember 2020-03-31 0000936340 srt:MaximumMember 2020-03-31 0000936340 us-gaap:UnsecuredDebtMember dte:April2020UnsecuredTermLoanExpiringApril2021Member us-gaap:SubsequentEventMember dte:DTEGasMember 2020-04-28 0000936340 us-gaap:UnsecuredDebtMember dte:UnsecuredTermLoanExpiringinMarch2021Member 2020-03-31 0000936340 us-gaap:UnsecuredDebtMember dte:April2020UnsecuredTermLoanOneExpiringApril2021Member us-gaap:SubsequentEventMember dte:DTEElectricMember 2020-04-28 0000936340 us-gaap:UnsecuredDebtMember dte:April2020UnsecuredTermLoanTwoExpiringApril2021Member us-gaap:SubsequentEventMember dte:DTEElectricMember 2020-04-28 0000936340 srt:ParentCompanyMember us-gaap:LetterOfCreditMember dte:OtheroutstandinglettersofcreditMember 2020-03-31 0000936340 srt:ParentCompanyMember dte:DemandFinancingAgreementMember 2019-12-31 0000936340 srt:ParentCompanyMember 2020-03-31 0000936340 srt:ParentCompanyMember dte:DemandFinancingAgreementPlusLetterofCreditMember 2020-03-31 0000936340 us-gaap:LetterOfCreditMember dte:DTEGasMember 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:LetterOfCreditMember 2020-03-31 0000936340 us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInAugust2021Member dte:DTEGasMember 2020-03-31 0000936340 us-gaap:RevolvingCreditFacilityMember dte:DTEElectricMember 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:UnsecuredDebtMember 2020-03-31 0000936340 us-gaap:LetterOfCreditMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInFebruary2021Member dte:DTEGasMember 2020-03-31 0000936340 us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInAugust2021Member 2020-03-31 0000936340 us-gaap:RevolvingCreditFacilityMember dte:UnsecuredRevolvingCreditFacilityExpiringinApril2024Member 2020-03-31 0000936340 us-gaap:UnsecuredDebtMember 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInFebruary2021Member 2020-03-31 0000936340 us-gaap:CommercialPaperMember 2020-03-31 0000936340 us-gaap:CommercialPaperMember dte:DTEGasMember 2020-03-31 0000936340 us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInFebruary2021Member 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:RevolvingCreditFacilityMember dte:UnsecuredRevolvingCreditFacilityExpiringinApril2024Member 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:UnsecuredDebtMember dte:UnsecuredTermLoanExpiringinMarch2021Member 2020-03-31 0000936340 us-gaap:UnsecuredDebtMember dte:DTEGasMember 2020-03-31 0000936340 us-gaap:CommercialPaperMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:LetterOfCreditMember 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInAugust2021Member 2020-03-31 0000936340 us-gaap:RevolvingCreditFacilityMember dte:UnsecuredRevolvingCreditFacilityExpiringinApril2024Member dte:DTEGasMember 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:RevolvingCreditFacilityMember 2020-03-31 0000936340 us-gaap:UnsecuredDebtMember dte:UnsecuredTermLoanExpiringinMarch2021Member dte:DTEGasMember 2020-03-31 0000936340 us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInFebruary2021Member dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:UnsecuredDebtMember dte:UnsecuredTermLoanExpiringinMarch2021Member dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:RevolvingCreditFacilityMember dte:DTEGasMember 2020-03-31 0000936340 us-gaap:RevolvingCreditFacilityMember dte:UnsecuredRevolvingCreditFacilityExpiringinApril2024Member dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:RevolvingCreditFacilityMember 2020-03-31 0000936340 us-gaap:LetterOfCreditMember dte:UnsecuredLetterOfCreditFacilityExpiringInAugust2021Member dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:UnsecuredDebtMember dte:DTEElectricMember 2020-03-31 0000936340 srt:ParentCompanyMember us-gaap:CommercialPaperMember 2020-03-31 0000936340 dte:SyntheticFuelMember 2020-03-31 0000936340 dte:DTEElectricMember 2009-07-31 0000936340 dte:PacificGasandElectricCorporationMember dte:PowerAndIndustrialProjectsMember 2020-03-31 0000936340 dte:DTEGasMember dte:NEXUSPipelineMember dte:DTEGasMember 2020-01-01 2020-03-31 0000936340 dte:DTEElectricMember 2019-01-01 2019-12-31 0000936340 us-gaap:SuretyBondMember 2020-03-31 0000936340 dte:PacificGasandElectricCorporationMember dte:PowerAndIndustrialProjectsMember 2018-01-01 2018-12-31 0000936340 dte:DTEGasMember 2020-01-01 2020-03-31 0000936340 dte:CleanUpCompletedandSiteClosedMember dte:DTEGasMember 2020-01-01 2020-03-31 0000936340 dte:SyntheticFuelMember 2020-01-01 2020-03-31 0000936340 dte:ReducedEmissionsFuelGuaranteesMember 2020-01-01 2020-03-31 0000936340 dte:ReductionofCarbonEmissionsby2030Member 2020-01-01 2020-03-31 0000936340 us-gaap:GuaranteeTypeOtherMember 2020-03-31 0000936340 dte:DTEGasMember dte:NEXUSPipelineMember dte:NEXUSMember 2020-01-01 2020-03-31 0000936340 dte:TexasEasternTransmissionLPMember dte:NEXUSPipelineMember 2020-03-31 0000936340 dte:VectorMember dte:NEXUSPipelineMember 2020-03-31 0000936340 dte:VectorMember dte:NEXUSPipelineMember 2020-01-01 2020-03-31 0000936340 us-gaap:WorkforceSubjectToCollectiveBargainingArrangementsMember us-gaap:LaborForceConcentrationRiskMember 2020-03-31 0000936340 dte:ReductionofCarbonEmissionsbyEarly2020sMember 2020-01-01 2020-03-31 0000936340 dte:ReductionofCarbonEmissionsby2040Member 2020-01-01 2020-03-31 0000936340 dte:PartialClosureCompleteMember dte:DTEGasMember 2020-01-01 2020-03-31 0000936340 dte:VectorMember us-gaap:UnfundedLoanCommitmentMember 2020-03-31 0000936340 dte:CoalCombustionResidualRuleMember dte:DTEElectricMember 2020-03-31 0000936340 dte:DTEGasMember 2019-12-31 0000936340 dte:ReductionofCarbonEmissionsby2050Member dte:DTEElectricMember 2020-01-01 2020-03-31 0000936340 dte:VectorMember dte:NEXUSPipelineMember dte:NEXUSMember 2020-01-01 2020-03-31 0000936340 us-gaap:WorkforceSubjectToCollectiveBargainingArrangementsMember us-gaap:LaborForceConcentrationRiskMember dte:DTEElectricMember 2020-03-31 0000936340 dte:ReducedEmissionsFuelGuaranteesMember 2020-03-31 0000936340 dte:DTEGasMember dte:NEXUSPipelineMember 2020-03-31 0000936340 dte:DTEGasMember dte:NEXUSPipelineMember 2020-01-01 2020-03-31 0000936340 dte:VectorMember us-gaap:UnfundedLoanCommitmentMember 2019-07-31 0000936340 dte:TexasEasternTransmissionLPMember dte:NEXUSPipelineMember dte:NEXUSMember 2020-01-01 2020-03-31 0000936340 dte:TexasEasternTransmissionLPMember dte:NEXUSPipelineMember 2020-01-01 2020-03-31 0000936340 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2020-01-01 2020-03-31 0000936340 us-gaap:PensionPlansDefinedBenefitMember 2020-01-01 2020-03-31 0000936340 us-gaap:PensionPlansDefinedBenefitMember 2019-01-01 2019-03-31 0000936340 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2019-01-01 2019-03-31 0000936340 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember dte:DTEElectricMember 2020-01-01 2020-03-31 0000936340 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember dte:DTEElectricMember 2019-01-01 2019-03-31 0000936340 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2020-03-31 0000936340 us-gaap:PensionPlansDefinedBenefitMember dte:DTEElectricMember 2020-01-01 2020-03-31 0000936340 us-gaap:PensionPlansDefinedBenefitMember dte:DTEElectricMember 2019-01-01 2019-03-31 0000936340 us-gaap:PensionPlansDefinedBenefitMember dte:DTEElectricMember 2020-03-31 0000936340 us-gaap:PensionPlansDefinedBenefitMember 2020-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:PowerAndIndustrialProjectsMember 2019-01-01 2019-03-31 0000936340 us-gaap:IntersegmentEliminationMember 2020-01-01 2020-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:ElectricMember 2020-01-01 2020-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:ElectricMember 2019-01-01 2019-03-31 0000936340 us-gaap:OperatingSegmentsMember us-gaap:CorporateAndOtherMember 2019-01-01 2019-03-31 0000936340 us-gaap:IntersegmentEliminationMember 2019-01-01 2019-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:EnergyTradingMember 2020-01-01 2020-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:GasStorageAndPipelinesMember 2019-01-01 2019-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:PowerAndIndustrialProjectsMember 2020-01-01 2020-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:EnergyTradingMember 2019-01-01 2019-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:GasMember 2020-01-01 2020-03-31 0000936340 us-gaap:OperatingSegmentsMember us-gaap:CorporateAndOtherMember 2020-01-01 2020-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:GasMember 2019-01-01 2019-03-31 0000936340 us-gaap:OperatingSegmentsMember dte:GasStorageAndPipelinesMember 2020-01-01 2020-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:PowerAndIndustrialProjectsMember 2020-01-01 2020-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:GasStorageAndPipelinesMember 2019-01-01 2019-03-31 0000936340 us-gaap:IntersegmentEliminationMember us-gaap:CorporateAndOtherMember 2020-01-01 2020-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:GasMember 2020-01-01 2020-03-31 0000936340 us-gaap:IntersegmentEliminationMember us-gaap:CorporateAndOtherMember 2019-01-01 2019-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:EnergyTradingMember 2020-01-01 2020-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:ElectricMember 2020-01-01 2020-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:ElectricMember 2019-01-01 2019-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:GasStorageAndPipelinesMember 2020-01-01 2020-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:GasMember 2019-01-01 2019-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:PowerAndIndustrialProjectsMember 2019-01-01 2019-03-31 0000936340 us-gaap:IntersegmentEliminationMember dte:EnergyTradingMember 2019-01-01 2019-03-31 0000936340 us-gaap:CorporateAndOtherMember 2019-01-01 2019-03-31 0000936340 us-gaap:CorporateAndOtherMember 2020-01-01 2020-03-31 shares iso4217:USD shares dte:customer iso4217:USD pure iso4217:USD utreg:MMBTU utreg:MW iso4217:USD utreg:MWh dte:facility dte:NOV dte:plant iso4217:CAD dte:site utreg:MWh utreg:MMBTU dte:employee false --12-31 Q1 2020 0000936340 0000028385 P15Y 0.50 P2M P10Y 8000000 91000000 46000000 90000000 43000000 11000000 0.95 1.01 10 10 400000000 400000000 400000000 400000000 192208533 138632324 192611882 138632324 192208533 138632324 192611882 138632324 25000000 2000000 -1000000 0 -1000000 -1000000 4000000 P9M P1Y P1Y P1Y P1Y P9M P1Y P1Y P1Y P1Y P9M P1Y P1Y P1Y P1Y 0.85 10-Q true 2020-03-31 false 1-11607 DTE Energy Co MI 38-3217752 1-2198 DTE Electric Co MI 38-0478650 One Energy Plaza Detroit MI 48226-1279 313 235-4000 Common stock, without par value DTE NYSE 2012 Series C 5.25% Junior Subordinated Debentures due 2062 DTQ NYSE 2016 Series B 5.375% Junior Subordinated Debentures due 2076 DTJ NYSE 2016 Series F 6.00% Junior Subordinated Debentures due 2076 DTY NYSE 2017 Series E 5.25% Junior Subordinated Debentures due 2077 DTW NYSE Yes Yes Yes Yes Large Accelerated Filer false false Non-accelerated Filer false false false false 192611882 138632324 1733000000 1864000000 1289000000 1650000000 3022000000 3514000000 467000000 582000000 968000000 1385000000 579000000 591000000 353000000 296000000 119000000 118000000 10000000 0 2476000000 2972000000 546000000 542000000 175000000 152000000 10000000 4000000 9000000 9000000 65000000 88000000 46000000 11000000 -155000000 -80000000 391000000 462000000 49000000 54000000 342000000 408000000 2000000 7000000 340000000 401000000 1.77 2.20 1.76 2.19 192000000 182000000 192000000 183000000 342000000 408000000 -3000000 -4000000 1000000 -3000000 -1000000 1000000 3000000 2000000 345000000 410000000 2000000 7000000 343000000 403000000 552000000 93000000 124000000 0 1482000000 1642000000 260000000 245000000 294000000 373000000 413000000 386000000 112000000 133000000 21000000 5000000 268000000 209000000 3526000000 3086000000 1439000000 1661000000 1867000000 1862000000 228000000 265000000 3534000000 3788000000 36146000000 35072000000 9910000000 9755000000 26236000000 25317000000 2466000000 2464000000 4356000000 4171000000 2402000000 2393000000 217000000 202000000 58000000 41000000 83000000 69000000 164000000 169000000 190000000 182000000 9936000000 9691000000 43232000000 41882000000 1028000000 1076000000 169000000 147000000 195000000 195000000 1131000000 828000000 387000000 687000000 88000000 83000000 62000000 0 61000000 65000000 32000000 33000000 382000000 379000000 437000000 504000000 3972000000 3997000000 15870000000 14778000000 1146000000 1146000000 10000000 11000000 17026000000 15935000000 2553000000 2315000000 3244000000 3264000000 2721000000 2672000000 165000000 166000000 47000000 86000000 795000000 808000000 215000000 249000000 124000000 127000000 382000000 427000000 10246000000 10114000000 5235000000 5233000000 6732000000 6587000000 -145000000 -148000000 11822000000 11672000000 166000000 164000000 11988000000 11836000000 43232000000 41882000000 342000000 408000000 353000000 296000000 13000000 15000000 6000000 7000000 213000000 49000000 29000000 23000000 39000000 44000000 6000000 0 -151000000 -143000000 -55000000 -207000000 14000000 31000000 -24000000 -288000000 62000000 88000000 -13000000 -115000000 30000000 15000000 149000000 -112000000 -104000000 131000000 1061000000 752000000 993000000 641000000 195000000 27000000 128000000 0 4000000 0 439000000 176000000 438000000 178000000 1000000 1000000 15000000 22000000 14000000 48000000 3000000 9000000 -1342000000 -748000000 1092000000 644000000 300000000 0 303000000 453000000 195000000 172000000 10000000 9000000 10000000 21000000 -36000000 -26000000 864000000 -19000000 583000000 -15000000 93000000 76000000 676000000 61000000 285000000 235000000 192209000 5233000000 6587000000 -148000000 164000000 11836000000 340000000 2000000 342000000 195000000 195000000 3000000 3000000 403000 -2000000 -2000000 192612000 5235000000 6732000000 -145000000 166000000 11988000000 181925000 4245000000 6112000000 -120000000 480000000 10717000000 25000000 -25000000 0 401000000 7000000 408000000 173000000 173000000 815000 100000000 100000000 2000000 2000000 472000 21000000 1000000 12000000 34000000 183212000 4324000000 6364000000 -143000000 475000000 11020000000 1212000000 1235000000 297000000 346000000 360000000 358000000 258000000 221000000 83000000 84000000 998000000 1009000000 214000000 226000000 81000000 76000000 2000000 1000000 13000000 33000000 41000000 8000000 -107000000 -50000000 107000000 176000000 13000000 29000000 94000000 147000000 94000000 147000000 0 0 94000000 147000000 13000000 12000000 694000000 729000000 9000000 25000000 38000000 41000000 205000000 187000000 280000000 280000000 17000000 5000000 96000000 52000000 29000000 26000000 1381000000 1357000000 1439000000 1661000000 35000000 38000000 1474000000 1699000000 24950000000 24279000000 6810000000 6706000000 18140000000 17573000000 3653000000 3448000000 19000000 15000000 266000000 266000000 84000000 87000000 149000000 143000000 4171000000 3959000000 25166000000 24588000000 92000000 59000000 431000000 406000000 83000000 84000000 336000000 636000000 57000000 40000000 139000000 97000000 71000000 354000000 12000000 12000000 150000000 155000000 1371000000 1843000000 7638000000 6548000000 3000000 4000000 7641000000 6552000000 2382000000 2355000000 2531000000 2546000000 2493000000 2447000000 164000000 166000000 215000000 249000000 711000000 717000000 359000000 367000000 65000000 67000000 80000000 84000000 9000000000 8998000000 4811000000 4811000000 2343000000 2384000000 7154000000 7195000000 25166000000 24588000000 94000000 147000000 258000000 221000000 13000000 15000000 6000000 6000000 7000000 23000000 -54000000 -47000000 18000000 -51000000 106000000 -36000000 -6000000 -103000000 -8000000 -21000000 152000000 -130000000 -132000000 146000000 474000000 322000000 871000000 531000000 0 96000000 439000000 176000000 438000000 178000000 2000000 10000000 -872000000 -639000000 1092000000 644000000 300000000 0 42000000 -50000000 -283000000 -149000000 135000000 124000000 -17000000 -12000000 399000000 309000000 1000000 -8000000 12000000 18000000 13000000 10000000 138000000 140000000 138632000 1386000000 3425000000 2384000000 7195000000 94000000 94000000 135000000 135000000 138632000 1386000000 3425000000 2343000000 7154000000 138632000 1386000000 3245000000 2162000000 6793000000 147000000 147000000 124000000 124000000 138632000 1386000000 3245000000 2185000000 6816000000 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">ORGANIZATION AND BASIS OF PRESENTATION</span><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Corporate Structure</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy owns the following businesses:</span></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:36px;"><span style="font-family:inherit;font-size:10pt;">•</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Electric is a public utility engaged in the generation, purchase, distribution, and sale of electricity to approximately </span><span style="font-family:inherit;font-size:10pt;"><span>2.2 million</span></span><span style="font-family:inherit;font-size:10pt;"> customers in southeastern Michigan;</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:36px;"><span style="font-family:inherit;font-size:10pt;">•</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Gas is a public utility engaged in the purchase, storage, transportation, distribution, and sale of natural gas to approximately </span><span style="font-family:inherit;font-size:10pt;"><span>1.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> customers throughout Michigan and the sale of storage and transportation capacity; and</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:36px;"><span style="font-family:inherit;font-size:10pt;">•</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Basis of Presentation</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> Annual Report on Form 10-K.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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, </span><span style="font-family:inherit;font-size:10pt;">2020</span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Certain prior year balances for the Registrants were reclassified to match the current year's Consolidated Financial Statements presentation.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Principles of Consolidation</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy currently owns an </span><span style="font-family:inherit;font-size:10pt;"><span>85%</span></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Registrants have variable interests in NEXUS, which include DTE Energy's </span><span style="font-family:inherit;font-size:10pt;"><span>50%</span></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy has variable interests in VIEs through certain of its long-term purchase and sale contracts. DTE Electric has variable interests in VIEs through certain of its long-term purchase contracts. As of </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>no</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>no</span></span><span style="font-family:inherit;font-size:10pt;"> material potential exposure to loss as a result of DTE Electric's variable interests through these long-term purchase contracts.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The maximum risk exposure for consolidated VIEs is reflected on the Registrants' Consolidated Statements of Financial Position and, for DTE Energy, in </span><span style="font-family:inherit;font-size:10pt;">Note 13</span><span style="font-family:inherit;font-size:10pt;"> to the Consolidated Financial Statements, "</span><span style="font-family:inherit;font-size:10pt;">Commitments and Contingencies</span><span style="font-family:inherit;font-size:10pt;">," 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 </span><span style="font-family:inherit;font-size:10pt;">Note 13</span><span style="font-family:inherit;font-size:10pt;"> to the Consolidated Financial Statements, "</span><span style="font-family:inherit;font-size:10pt;">Commitments and Contingencies</span><span style="font-family:inherit;font-size:10pt;">," for further discussion of the NEXUS guarantee arrangements.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes the major Consolidated Statements of Financial Position items for consolidated VIEs as of </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">. All assets and liabilities of a consolidated VIE are presented where it has been determined that a</span><span style="font-family:inherit;font-size:10pt;color:#ff0000;"> </span><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts for DTE Energy's consolidated VIEs are as follows:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24"/></tr><tr><td style="width:35%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">SGG</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">SGG</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="23" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">ASSETS</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash and cash equivalents</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>20</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>13</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>33</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>27</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Accounts receivable</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>19</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>26</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>27</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Inventories</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>101</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>101</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>74</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>74</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Property, plant, and equipment, net</span></div></td><td colspan="2" style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>408</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>439</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>410</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>33</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>443</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Goodwill</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>25</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>25</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>25</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>25</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Intangible assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>538</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>538</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>542</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>542</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other current and long-term assets</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,000</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>164</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,164</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,003</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>137</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,140</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">LIABILITIES</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Accounts payable and accrued current liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>14</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other current and long-term liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>13</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>14</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>21</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>28</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>20</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>29</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_____________________________________</span></div><div style="line-height:120%;padding-left:0px;text-align:left;"><span style="text-align:left;font-family:inherit;font-size:8pt;padding-right:24px;">(a)</span><span style="font-family:inherit;font-size:8pt;">Amounts shown are </span><span style="font-family:inherit;font-size:8pt;"><span>100%</span></span><span style="font-family:inherit;font-size:8pt;"> of SGG's assets and liabilities, of which DTE Energy owns </span><span style="font-family:inherit;font-size:8pt;"><span>85%</span></span><span style="font-family:inherit;font-size:8pt;"> at </span><span style="font-family:inherit;font-size:8pt;">March 31, 2020</span><span style="font-family:inherit;font-size:8pt;"> and </span><span style="font-family:inherit;font-size:8pt;">December 31, 2019</span><span style="font-family:inherit;font-size:8pt;">.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts for DTE Energy's non-consolidated VIEs are as follows:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:69%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Investments in equity method investees</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,510</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,503</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Notes receivable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>28</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Future funding commitments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>33</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>63</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 2200000 1300000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Basis of Presentation</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> Annual Report on Form 10-K.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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, </span><span style="font-family:inherit;font-size:10pt;">2020</span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Certain prior year balances for the Registrants were reclassified to match the current year's Consolidated Financial Statements presentation.</span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Principles of Consolidation</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy currently owns an </span><span style="font-family:inherit;font-size:10pt;"><span>85%</span></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Registrants have variable interests in NEXUS, which include DTE Energy's </span><span style="font-family:inherit;font-size:10pt;"><span>50%</span></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy has variable interests in VIEs through certain of its long-term purchase and sale contracts. DTE Electric has variable interests in VIEs through certain of its long-term purchase contracts. As of </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>no</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>no</span></span><span style="font-family:inherit;font-size:10pt;"> material potential exposure to loss as a result of DTE Electric's variable interests through these long-term purchase contracts.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The maximum risk exposure for consolidated VIEs is reflected on the Registrants' Consolidated Statements of Financial Position and, for DTE Energy, in </span><span style="font-family:inherit;font-size:10pt;">Note 13</span><span style="font-family:inherit;font-size:10pt;"> to the Consolidated Financial Statements, "</span><span style="font-family:inherit;font-size:10pt;">Commitments and Contingencies</span><span style="font-family:inherit;font-size:10pt;">," 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 </span><span style="font-family:inherit;font-size:10pt;">Note 13</span><span style="font-family:inherit;font-size:10pt;"> to the Consolidated Financial Statements, "</span><span style="font-family:inherit;font-size:10pt;">Commitments and Contingencies</span><span style="font-family:inherit;font-size:10pt;">," for further discussion of the NEXUS guarantee arrangements.</span></div> 0.85 0.50 0 0 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes the major Consolidated Statements of Financial Position items for consolidated VIEs as of </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">. All assets and liabilities of a consolidated VIE are presented where it has been determined that a</span><span style="font-family:inherit;font-size:10pt;color:#ff0000;"> </span><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts for DTE Energy's consolidated VIEs are as follows:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24"/></tr><tr><td style="width:35%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">SGG</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">SGG</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="23" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">ASSETS</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash and cash equivalents</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>20</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>13</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>33</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>27</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Accounts receivable</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>19</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>26</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>27</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Inventories</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>101</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>101</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>74</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>74</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Property, plant, and equipment, net</span></div></td><td colspan="2" style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>408</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>439</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>410</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>33</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>443</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Goodwill</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>25</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>25</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>25</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>25</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Intangible assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>538</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>538</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>542</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>542</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other current and long-term assets</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,000</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>164</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,164</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,003</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>137</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,140</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">LIABILITIES</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Accounts payable and accrued current liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>14</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other current and long-term liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>13</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>14</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>21</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>28</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>20</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>29</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_____________________________________</span></div><div style="line-height:120%;padding-left:0px;text-align:left;"><span style="text-align:left;font-family:inherit;font-size:8pt;padding-right:24px;">(a)</span><span style="font-family:inherit;font-size:8pt;">Amounts shown are </span><span style="font-family:inherit;font-size:8pt;"><span>100%</span></span><span style="font-family:inherit;font-size:8pt;"> of SGG's assets and liabilities, of which DTE Energy owns </span><span style="font-family:inherit;font-size:8pt;"><span>85%</span></span><span style="font-family:inherit;font-size:8pt;"> at </span><span style="font-family:inherit;font-size:8pt;">March 31, 2020</span><span style="font-family:inherit;font-size:8pt;"> and </span><span style="font-family:inherit;font-size:8pt;">December 31, 2019</span><span style="font-family:inherit;font-size:8pt;">.</span></div> 20000000 13000000 33000000 16000000 11000000 27000000 7000000 19000000 26000000 8000000 19000000 27000000 0 101000000 101000000 0 74000000 74000000 408000000 31000000 439000000 410000000 33000000 443000000 25000000 0 25000000 25000000 0 25000000 538000000 0 538000000 542000000 0 542000000 2000000 0 2000000 2000000 0 2000000 1000000000 164000000 1164000000 1003000000 137000000 1140000000 1000000 14000000 15000000 2000000 13000000 15000000 6000000 7000000 13000000 7000000 7000000 14000000 7000000 21000000 28000000 9000000 20000000 29000000 1 0.85 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amounts for DTE Energy's non-consolidated VIEs are as follows:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:69%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Investments in equity method investees</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,510</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,503</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Notes receivable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>28</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Future funding commitments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>33</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>63</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 1510000000 1503000000 28000000 21000000 33000000 63000000 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">SIGNIFICANT ACCOUNTING POLICIES</span><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Other Income</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following is a summary of DTE Energy's Other income:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Equity earnings of equity method investees</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>29</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>23</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Income from REF entities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>23</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>27</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Contract services</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Allowance for equity funds used during construction</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gains from equity and fixed income securities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>65</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>88</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following is a summary of DTE Electric's Other income:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Contract services</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Allowance for equity funds used during construction</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gains from equity and fixed income securities allocated from DTE Energy</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>13</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>33</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Changes in Accumulated Other Comprehensive Income (Loss)</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;">three months ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, reclassifications out of Accumulated other comprehensive income (loss) were not material.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">For the three months ended March 31, </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, DTE Energy reclassified </span><span style="font-family:inherit;font-size:10pt;"><span>$25 million</span></span><span style="font-family:inherit;font-size:10pt;"> 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,</span><span style="font-family:inherit;font-size:10pt;font-style:italic;"> Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income </span><span style="font-family:inherit;font-size:10pt;">on January 1, 2019. Reclassifications out of Accumulated other comprehensive income (loss) not relating to the adoption of this standard were not material.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Income Taxes</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The interim effective tax rates of the Registrants are as follows:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="6"/></tr><tr><td style="width:73%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Effective Tax Rate</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">DTE Energy</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>13</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">%</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">DTE Electric</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>12</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">%</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The </span><span style="font-family:inherit;font-size:10pt;"><span>1%</span></span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">increase</span><span style="font-family:inherit;font-size:10pt;"> in DTE Energy's effective tax rate for the </span><span style="font-family:inherit;font-size:10pt;">three months ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> was primarily due to a decrease in annual production tax credits of </span><span style="font-family:inherit;font-size:10pt;"><span>2%</span></span><span style="font-family:inherit;font-size:10pt;">, a decrease in stock-based compensation tax benefit of </span><span style="font-family:inherit;font-size:10pt;"><span>1%</span></span><span style="font-family:inherit;font-size:10pt;">, partially offset by higher amortization of the TCJA regulatory liability of </span><span style="font-family:inherit;font-size:10pt;"><span>2%</span></span><span style="font-family:inherit;font-size:10pt;"> in 2020.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The </span><span style="font-family:inherit;font-size:10pt;"><span>4%</span></span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">decrease</span><span style="font-family:inherit;font-size:10pt;"> in DTE Electric's effective tax rate for the </span><span style="font-family:inherit;font-size:10pt;">three months ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> was primarily due to higher amortization of the TCJA regulatory liability of </span><span style="font-family:inherit;font-size:10pt;"><span>3%</span></span><span style="font-family:inherit;font-size:10pt;"> and an increase in annual production tax credits of </span><span style="font-family:inherit;font-size:10pt;"><span>1%</span></span><span style="font-family:inherit;font-size:10pt;"> in 2020.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy had </span><span style="font-family:inherit;font-size:10pt;"><span>$8 million</span></span><span style="font-family:inherit;font-size:10pt;"> of unrecognized tax benefits at March 31, 2020, that if recognized, would favorably impact its effective tax rate. DTE Electric had </span><span style="font-family:inherit;font-size:10pt;"><span>$10 million</span></span><span style="font-family:inherit;font-size:10pt;"> of unrecognized tax benefits at March 31, 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Electric had income tax receivables with DTE Energy of </span><span style="font-family:inherit;font-size:10pt;"><span>$8 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$14 million</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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) delayed payment of employer payroll taxes, and d) the employee retention credit.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of March 31, 2020, DTE Energy had a </span><span style="font-family:inherit;font-size:10pt;"><span>$153 million</span></span><span style="font-family:inherit;font-size:10pt;"> AMT credit refund recorded in anticipation of a refund from the U.S. Treasury. DTE Energy was most recently a taxpayer in 2013 and is currently evaluating the ability to recover cash taxes paid in 2013 under the 5-year net operating loss carryback provision. The Registrants also implemented the deferral of employee payroll taxes in April 2020 and are evaluating the impact of the employee retention credit.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Unrecognized Compensation Costs</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, DTE Energy had </span><span style="font-family:inherit;font-size:10pt;"><span>$91 million</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>1.88 years</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Allocated Stock-Based Compensation</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Electric received an allocation of costs from DTE Energy associated with stock-based compensation of </span><span style="font-family:inherit;font-size:10pt;"><span>$9 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$13 million</span></span><span style="font-family:inherit;font-size:10pt;"> for the </span><span style="font-family:inherit;font-size:10pt;">three months ended March 31, 2020 and 2019, respectively</span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Cash, Cash Equivalents, and Restricted Cash</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Financing Receivables</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 March 2020.</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20"/></tr><tr><td style="width:36%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Electric</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Year of origination</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018 and prior</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020 and prior</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Notes receivable</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Internal grade 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>20</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Internal grade 2</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>48</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total notes receivable</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>12</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>40</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>16</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>68</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net investment in leases</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net investment in leases, internal grade 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>43</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net investment in leases, internal grade 2</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>133</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>134</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total net investment in leases</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>133</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>44</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>177</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The allowance for doubtful accounts on accounts receivable for the utility entities is generally calculated using the 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 </span><span style="font-family:inherit;font-size:10pt;"><span>21 days</span></span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>150 days</span></span><span style="font-family:inherit;font-size:10pt;"> after service has been terminated.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>30 days</span></span><span style="font-family:inherit;font-size:10pt;">. 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Notes receivable are typically considered delinquent when payment is not received for periods ranging from </span><span style="font-family:inherit;font-size:10pt;"><span>60</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>120 days</span></span><span style="font-family:inherit;font-size:10pt;">. 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy has off balance sheet exposure in the form of a revolving credit facility. Refer to </span><span style="font-family:inherit;font-size:10pt;">Note 13</span><span style="font-family:inherit;font-size:10pt;">, "</span><span style="font-family:inherit;font-size:10pt;">Commitments and Contingencies</span><span style="font-family:inherit;font-size:10pt;">," 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents a roll-forward of the activity for the Registrants' financing receivables credit loss reserves as of March 31, 2020.</span></div><div style="line-height:120%;padding-top:12px;text-align:center;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:49%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Electric</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Trade accounts receivable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other receivables</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Trade accounts receivable</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Beginning reserve balance at 1/1/2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>87</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>91</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>46</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Current period provision</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>35</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Write-offs charged against allowance</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(51</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(52</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(30</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Recoveries of amounts previously written off</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>16</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>10</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Ending reserve balance at 3/31/2020</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>86</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>90</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Bad debt expense for the three months ended March 31, 2019 was </span><span style="font-family:inherit;font-size:10pt;"><span>$29 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$16 million</span></span><span style="font-family:inherit;font-size:10pt;"> for DTE Energy and DTE Electric, respectively.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Registrants are monitoring the impacts from the COVID-19 pandemic on our customers and various counterparties. During the three months ended March 31, 2020, the allowance for doubtful accounts was increased to account for additional risk related to the pandemic. However, these adjustments were not material.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. DTE Energy is still evaluating this order for any potential impact to the allowance for doubtful accounts. Refer to Note 6 to the Consolidated Financial Statements, "Regulatory Matters," for further information regarding the order.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">There are no material amounts of past due financing receivables for the Registrants as of March 31, 2020.</span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following is a summary of DTE Energy's Other income:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Equity earnings of equity method investees</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>29</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>23</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Income from REF entities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>23</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>27</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Contract services</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Allowance for equity funds used during construction</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gains from equity and fixed income securities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>65</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>88</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following is a summary of DTE Electric's Other income:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Contract services</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Allowance for equity funds used during construction</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gains from equity and fixed income securities allocated from DTE Energy</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>13</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>33</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 29000000 23000000 23000000 27000000 7000000 8000000 6000000 7000000 0 17000000 0 6000000 65000000 88000000 7000000 8000000 6000000 6000000 0 17000000 0 2000000 13000000 33000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Changes in Accumulated Other Comprehensive Income (Loss)</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div>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. -25000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The interim effective tax rates of the Registrants are as follows:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="6"/></tr><tr><td style="width:73%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Effective Tax Rate</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">DTE Energy</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>13</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">%</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>12</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">%</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">DTE Electric</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>12</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">%</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">%</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 0.13 0.12 0.12 0.16 0.01 0.02 0.01 0.02 -0.04 0.03 0.01 8000000 10000000 8000000 14000000 153000000 91000000 P1Y10M17D 9000000 13000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Cash, Cash Equivalents, and Restricted Cash</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Financing Receivables</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 March 2020.</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20"/></tr><tr><td style="width:36%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Electric</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Year of origination</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018 and prior</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020 and prior</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Notes receivable</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Internal grade 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>20</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Internal grade 2</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>48</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total notes receivable</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>12</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>40</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>16</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>68</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net investment in leases</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net investment in leases, internal grade 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>43</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net investment in leases, internal grade 2</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>133</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>134</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total net investment in leases</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>133</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>44</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>177</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The allowance for doubtful accounts on accounts receivable for the utility entities is generally calculated using the 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 </span><span style="font-family:inherit;font-size:10pt;"><span>21 days</span></span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>150 days</span></span><span style="font-family:inherit;font-size:10pt;"> after service has been terminated.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>30 days</span></span><span style="font-family:inherit;font-size:10pt;">. 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Notes receivable are typically considered delinquent when payment is not received for periods ranging from </span><span style="font-family:inherit;font-size:10pt;"><span>60</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>120 days</span></span><span style="font-family:inherit;font-size:10pt;">. 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy has off balance sheet exposure in the form of a revolving credit facility. Refer to </span><span style="font-family:inherit;font-size:10pt;">Note 13</span><span style="font-family:inherit;font-size:10pt;">, "</span><span style="font-family:inherit;font-size:10pt;">Commitments and Contingencies</span><span style="font-family:inherit;font-size:10pt;">," 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.</span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 March 2020.</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20"/></tr><tr><td style="width:36%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Electric</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Year of origination</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2018 and prior</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020 and prior</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Notes receivable</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Internal grade 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>20</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Internal grade 2</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>48</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total notes receivable</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>12</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>40</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>16</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>68</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net investment in leases</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net investment in leases, internal grade 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>43</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net investment in leases, internal grade 2</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>133</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>134</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total net investment in leases</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>133</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>44</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>177</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 2000000 9000000 9000000 20000000 11000000 10000000 31000000 7000000 48000000 0 12000000 40000000 16000000 68000000 11000000 0 0 43000000 43000000 0 133000000 0 1000000 134000000 0 133000000 0 44000000 177000000 0 P21D P150D P30D P60D P120D <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents a roll-forward of the activity for the Registrants' financing receivables credit loss reserves as of March 31, 2020.</span></div><div style="line-height:120%;padding-top:12px;text-align:center;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:49%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Electric</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Trade accounts receivable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other receivables</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Trade accounts receivable</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Beginning reserve balance at 1/1/2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>87</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>91</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>46</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Current period provision</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>35</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Write-offs charged against allowance</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(51</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(52</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(30</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Recoveries of amounts previously written off</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>16</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>10</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Ending reserve balance at 3/31/2020</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>86</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>90</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 87000000 4000000 91000000 46000000 34000000 1000000 35000000 17000000 51000000 1000000 52000000 30000000 16000000 0 16000000 10000000 86000000 4000000 90000000 43000000 29000000 16000000 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">NEW ACCOUNTING PRONOUNCEMENTS</span><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Recently Adopted Pronouncements</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In June 2016, the FASB issued ASU No. 2016-13, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments</span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;">Note 2</span><span style="font-family:inherit;font-size:10pt;"> to the Consolidated Financial Statements, “</span><span style="font-family:inherit;font-size:10pt;">Significant Accounting Policies</span><span style="font-family:inherit;font-size:10pt;">”.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In August 2018, the FASB issued ASU No. 2018-13, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement</span><span style="font-family:inherit;font-size:10pt;">. 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 </span><span style="font-family:inherit;font-size:10pt;">Note 8</span><span style="font-family:inherit;font-size:10pt;"> to the Consolidated Financial Statements, </span><span style="font-family:inherit;font-size:10pt;">Fair Value</span><span style="font-family:inherit;font-size:10pt;">, to incorporate the disclosure changes required by the ASU.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In August 2018, the FASB issued ASU No. 2018-15, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">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</span><span style="font-family:inherit;font-size:10pt;">. 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In August 2018, the FASB issued ASU No. 2018-14, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">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</span><span style="font-family:inherit;font-size:10pt;">. 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In October 2018, the FASB issued ASU No. 2018-17, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities</span><span style="font-family:inherit;font-size:10pt;">. 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. </span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Recently Issued Pronouncements</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In December 2019, the FASB issued ASU No. 2019-12, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes</span><span style="font-family:inherit;font-size:10pt;">. 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In March 2020, the FASB issued ASU No. 2020-04, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting</span><span style="font-family:inherit;font-size:10pt;">. 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.</span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Recently Adopted Pronouncements</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In June 2016, the FASB issued ASU No. 2016-13, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments</span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;">Note 2</span><span style="font-family:inherit;font-size:10pt;"> to the Consolidated Financial Statements, “</span><span style="font-family:inherit;font-size:10pt;">Significant Accounting Policies</span><span style="font-family:inherit;font-size:10pt;">”.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In August 2018, the FASB issued ASU No. 2018-13, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement</span><span style="font-family:inherit;font-size:10pt;">. 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 </span><span style="font-family:inherit;font-size:10pt;">Note 8</span><span style="font-family:inherit;font-size:10pt;"> to the Consolidated Financial Statements, </span><span style="font-family:inherit;font-size:10pt;">Fair Value</span><span style="font-family:inherit;font-size:10pt;">, to incorporate the disclosure changes required by the ASU.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In August 2018, the FASB issued ASU No. 2018-15, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">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</span><span style="font-family:inherit;font-size:10pt;">. 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In August 2018, the FASB issued ASU No. 2018-14, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">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</span><span style="font-family:inherit;font-size:10pt;">. 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In October 2018, the FASB issued ASU No. 2018-17, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities</span><span style="font-family:inherit;font-size:10pt;">. 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. </span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Recently Issued Pronouncements</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In December 2019, the FASB issued ASU No. 2019-12, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes</span><span style="font-family:inherit;font-size:10pt;">. 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In March 2020, the FASB issued ASU No. 2020-04, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting</span><span style="font-family:inherit;font-size:10pt;">. 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.</span></div> <span style="font-family:inherit;font-size:10pt;font-weight:bold;">ACQUISITIONS</span><div style="line-height:120%;padding-top:12px;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Power and Industrial Projects Segment Acquisition</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On February 18, 2020, DTE Energy closed on the purchase of an </span><span style="font-family:inherit;font-size:10pt;"><span>8</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$97 million</span></span><span style="font-family:inherit;font-size:10pt;"> paid in cash.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The acquisition was accounted for using the acquisition method of accounting for business combinations. Accordingly, the cost was allocated to the underlying net assets based on their respective fair values as shown below:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;padding-left:0px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:84%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Contract intangibles</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>18</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Property, plant, and equipment, net</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>76</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Working capital</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>97</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>13 years</span></span><span style="font-family:inherit;font-size:10pt;">, 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.</span></div><div style="line-height:120%;padding-top:12px;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Electric Segment Acquisitions</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Effective September 12, 2019, DTE Sustainable Generation closed on the purchase of an </span><span style="font-family:inherit;font-size:10pt;"><span>89</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$175 million</span></span><span style="font-family:inherit;font-size:10pt;">, paid in cash.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The acquisition was accounted for using the acquisition method of accounting for business combinations. Accordingly, the cost was allocated to the underlying net assets based on their respective fair values as shown below:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:84%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Contract intangibles</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>109</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Property, plant, and equipment, net</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>60</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Working capital</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>175</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>11 years</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>13 years</span></span><span style="font-family:inherit;font-size:10pt;">, 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>$33 million</span></span><span style="font-family:inherit;font-size:10pt;"> paid in cash.</span></div><div style="line-height:120%;padding-top:12px;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Gas Storage and Pipelines Segment Acquisition</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On </span><span style="font-family:inherit;font-size:10pt;">December 4, 2019</span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>100 percent</span></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The fair value of the consideration provided for the entities acquired was </span><span style="font-family:inherit;font-size:10pt;"><span>$2.74 billion</span></span><span style="font-family:inherit;font-size:10pt;"> and includes </span><span style="font-family:inherit;font-size:10pt;"><span>$2.36 billion</span></span><span style="font-family:inherit;font-size:10pt;"> paid in cash and an estimated </span><span style="font-family:inherit;font-size:10pt;"><span>$380 million</span></span><span style="font-family:inherit;font-size:10pt;"> of contingent consideration to be paid upon completion of a gathering pipeline in the second half of 2020. The contingent payment will range from </span><span style="font-family:inherit;font-size:10pt;"><span>$0 million</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>$385 million</span></span><span style="font-family:inherit;font-size:10pt;">, with no payment due until the pipeline is completed. As of </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, the liability for the contingent consideration payment and the related accretion expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:10pt;"> is included in the 'Acquisition related deferred payment' line in the Consolidated Statements of Financial Position. 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>$100 million</span></span><span style="font-family:inherit;font-size:10pt;"> of cash consideration paid and held in escrow.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The excess purchase price over the fair value of net assets acquired was classified as goodwill. As of </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, total goodwill was approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$173 million</span></span><span style="font-family:inherit;font-size:10pt;">, including </span><span style="font-family:inherit;font-size:10pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:10pt;"> resulting from working capital adjustments recorded during the first quarter of 2020. DTE Energy cannot estimate the potential for any further revisions to the purchase price allocation for the remainder of 2020.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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, </span><span style="font-family:inherit;font-size:10pt;">December 4, 2019</span><span style="font-family:inherit;font-size:10pt;">. The components of the preliminary purchase price allocation, inclusive of purchase accounting adjustments, are as follows:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;padding-left:0px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:84%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Assets</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>62</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Accounts receivable</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Property, plant, and equipment, net</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,035</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Goodwill</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>173</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Customer relationship intangibles</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,473</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other current assets</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2,775</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Liabilities</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Accounts payable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Acquisition related deferred payment</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>380</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other current liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Asset retirement obligations</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>417</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total cash consideration</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2,358</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The intangible assets recorded as a result of the acquisition pertain to existing customer relationships, which were valued at approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$1.47 billion</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>40 years</span></span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>13 years</span></span><span style="font-family:inherit;font-size:10pt;"> and expected renewal rates, based on the estimated volume and production lives of gas resources in the region.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy incurred </span><span style="font-family:inherit;font-size:10pt;"><span>$18 million</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$49 million</span></span><span style="font-family:inherit;font-size:10pt;"> of issuance costs related to the acquisition financing, of which </span><span style="font-family:inherit;font-size:10pt;"><span>$10 million</span></span><span style="font-family:inherit;font-size:10pt;"> were included in Mortgage bonds, notes, and other, and </span><span style="font-family:inherit;font-size:10pt;"><span>$39 million</span></span><span style="font-family:inherit;font-size:10pt;"> were included in Common Stock in DTE Energy's Consolidated Statements of Financial Position.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy's 2019 Consolidated Statements of Operations included Operating Revenues — Non-utility operations of </span><span style="font-family:inherit;font-size:10pt;"><span>$15 million</span></span><span style="font-family:inherit;font-size:10pt;"> and Net Income of </span><span style="font-family:inherit;font-size:10pt;"><span>$3 million</span></span><span style="font-family:inherit;font-size:10pt;"> associated with the acquired entities for the one-month period following the acquisition date, excluding the </span><span style="font-family:inherit;font-size:10pt;"><span>$18 million</span></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div> 8 97000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;padding-left:0px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:84%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Contract intangibles</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>18</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Property, plant, and equipment, net</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>76</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Working capital</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>97</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div>The components of the preliminary purchase price allocation, inclusive of purchase accounting adjustments, are as follows:<div style="line-height:120%;padding-top:12px;text-align:left;padding-left:0px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:84%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Assets</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>62</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Accounts receivable</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Property, plant, and equipment, net</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,035</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Goodwill</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>173</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Customer relationship intangibles</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,473</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other current assets</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2,775</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Liabilities</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Accounts payable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Acquisition related deferred payment</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>380</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other current liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Asset retirement obligations</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>417</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total cash consideration</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2,358</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:84%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Contract intangibles</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>109</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Property, plant, and equipment, net</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>60</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Working capital</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>175</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 18000000 76000000 3000000 97000000 P13Y 89 175000000 109000000 60000000 6000000 175000000 P11Y P13Y 33000000 1 2740000000 2360000000 380000000 0 385000000 2000000 100000000 173000000 2000000 62000000 31000000 1035000000 173000000 1473000000 1000000 2775000000 26000000 380000000 2000000 9000000 417000000 2358000000 1470000000 P40Y P13Y 18000000 49000000 10000000 39000000 15000000 3000000 18000000 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">REVENUE</span><div style="line-height:120%;padding-top:12px;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Disaggregation of Revenue</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following is a summary of revenues disaggregated by segment for DTE Energy:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Electric</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Residential</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>599</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>553</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commercial</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>426</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>421</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Industrial</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>156</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>163</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(b)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>35</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>98</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total Electric operating revenues</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(c)</sup></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,216</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,235</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gas</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>394</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>477</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">End User Transportation</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>77</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>81</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Intermediate Transportation</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(b)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>61</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total Gas operating revenues</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(d)</sup></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>540</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>645</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other segment operating revenues</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas Storage and Pipelines</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>170</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>116</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Power and Industrial Projects</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(f)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>307</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>388</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Energy Trading</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(g)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>913</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,301</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;padding-left:4px;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Revenues under the Electric segment include </span><span style="font-family:inherit;font-size:8pt;"><span>$1,212 million</span></span><span style="font-family:inherit;font-size:8pt;"> related to DTE Electric and </span><span style="font-family:inherit;font-size:8pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:8pt;"> of Other revenues related to DTE Sustainable Generation.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes revenue adjustments related to various regulatory mechanisms.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(c)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes </span><span style="font-family:inherit;font-size:8pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:8pt;"> of other revenues outside the scope of Topic 606 for the </span><span style="font-family:inherit;font-size:8pt;">three months ended March 31, 2020</span><span style="font-family:inherit;font-size:8pt;"> and </span><span style="font-family:inherit;font-size:8pt;">2019</span><span style="font-family:inherit;font-size:8pt;">.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(d)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes </span><span style="font-family:inherit;font-size:8pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:8pt;"> under Alternative Revenue Programs and </span><span style="font-family:inherit;font-size:8pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:8pt;"> of other revenues, which are outside the scope of Topic 606 for the </span><span style="font-family:inherit;font-size:8pt;">three months ended March 31, 2020</span><span style="font-family:inherit;font-size:8pt;"> and includes </span><span style="font-family:inherit;font-size:8pt;"><span>$3 million</span></span><span style="font-family:inherit;font-size:8pt;"> under Alternative Revenue Programs and </span><span style="font-family:inherit;font-size:8pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:8pt;"> of other revenues, which are both outside the scope of Topic 606 for the </span><span style="font-family:inherit;font-size:8pt;">three months ended March 31, 2019</span><span style="font-family:inherit;font-size:8pt;">.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(e)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes revenues outside the scope of Topic 606 primarily related to </span><span style="font-family:inherit;font-size:8pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:8pt;"> of contracts accounted for as leases for the </span><span style="font-family:inherit;font-size:8pt;">three months ended March 31, 2020</span><span style="font-family:inherit;font-size:8pt;"> and </span><span style="font-family:inherit;font-size:8pt;">2019</span><span style="font-family:inherit;font-size:8pt;">.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(f)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes revenues outside the scope of Topic 606 primarily related to </span><span style="font-family:inherit;font-size:8pt;"><span>$27 million</span></span><span style="font-family:inherit;font-size:8pt;"> and </span><span style="font-family:inherit;font-size:8pt;"><span>$31 million</span></span><span style="font-family:inherit;font-size:8pt;"> of contracts accounted for as leases for the </span><span style="font-family:inherit;font-size:8pt;">three months ended March 31, 2020 and 2019, respectively</span><span style="font-family:inherit;font-size:8pt;">.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(g)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes revenues outside the scope of Topic 606 primarily related to </span><span style="font-family:inherit;font-size:8pt;"><span>$637 million</span></span><span style="font-family:inherit;font-size:8pt;"> and </span><span style="font-family:inherit;font-size:8pt;"><span>$926 million</span></span><span style="font-family:inherit;font-size:8pt;"> of derivatives for the </span><span style="font-family:inherit;font-size:8pt;">three months ended March 31, 2020 and 2019, respectively</span><span style="font-family:inherit;font-size:8pt;">.</span></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Deferred Revenue</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following is a summary of deferred revenue activity:</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:87%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Beginning Balance, January 1, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>75</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Increases due to cash received or receivable, excluding amounts recognized as revenue during the period</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Revenue recognized that was included in the deferred revenue balance at the beginning of the period</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(9</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Ending Balance, March 31, 2020</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>83</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table represents deferred revenue amounts for DTE Energy that are expected to be recognized as revenue in future periods:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;padding-left:0px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:87%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2021</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>50</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2022</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2023</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2024</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2025 and thereafter</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>83</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Transaction Price Allocated to the Remaining Performance Obligations</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 cancelable to multi-year.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Electric</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>186</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2021</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>329</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2022</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>272</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2023</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>207</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2024</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>135</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2025 and thereafter</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>566</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,695</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>35</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following is a summary of revenues disaggregated by segment for DTE Energy:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Electric</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Residential</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>599</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>553</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commercial</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>426</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>421</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Industrial</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>156</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>163</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(b)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>35</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>98</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total Electric operating revenues</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(c)</sup></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,216</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,235</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gas</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>394</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>477</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">End User Transportation</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>77</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>81</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Intermediate Transportation</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(b)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>61</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total Gas operating revenues</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(d)</sup></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>540</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>645</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other segment operating revenues</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas Storage and Pipelines</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(e)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>170</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>116</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Power and Industrial Projects</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(f)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>307</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>388</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Energy Trading</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(g)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>913</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,301</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;padding-left:4px;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Revenues under the Electric segment include </span><span style="font-family:inherit;font-size:8pt;"><span>$1,212 million</span></span><span style="font-family:inherit;font-size:8pt;"> related to DTE Electric and </span><span style="font-family:inherit;font-size:8pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:8pt;"> of Other revenues related to DTE Sustainable Generation.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes revenue adjustments related to various regulatory mechanisms.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(c)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes </span><span style="font-family:inherit;font-size:8pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:8pt;"> of other revenues outside the scope of Topic 606 for the </span><span style="font-family:inherit;font-size:8pt;">three months ended March 31, 2020</span><span style="font-family:inherit;font-size:8pt;"> and </span><span style="font-family:inherit;font-size:8pt;">2019</span><span style="font-family:inherit;font-size:8pt;">.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(d)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes </span><span style="font-family:inherit;font-size:8pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:8pt;"> under Alternative Revenue Programs and </span><span style="font-family:inherit;font-size:8pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:8pt;"> of other revenues, which are outside the scope of Topic 606 for the </span><span style="font-family:inherit;font-size:8pt;">three months ended March 31, 2020</span><span style="font-family:inherit;font-size:8pt;"> and includes </span><span style="font-family:inherit;font-size:8pt;"><span>$3 million</span></span><span style="font-family:inherit;font-size:8pt;"> under Alternative Revenue Programs and </span><span style="font-family:inherit;font-size:8pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:8pt;"> of other revenues, which are both outside the scope of Topic 606 for the </span><span style="font-family:inherit;font-size:8pt;">three months ended March 31, 2019</span><span style="font-family:inherit;font-size:8pt;">.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(e)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes revenues outside the scope of Topic 606 primarily related to </span><span style="font-family:inherit;font-size:8pt;"><span>$2 million</span></span><span style="font-family:inherit;font-size:8pt;"> of contracts accounted for as leases for the </span><span style="font-family:inherit;font-size:8pt;">three months ended March 31, 2020</span><span style="font-family:inherit;font-size:8pt;"> and </span><span style="font-family:inherit;font-size:8pt;">2019</span><span style="font-family:inherit;font-size:8pt;">.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(f)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes revenues outside the scope of Topic 606 primarily related to </span><span style="font-family:inherit;font-size:8pt;"><span>$27 million</span></span><span style="font-family:inherit;font-size:8pt;"> and </span><span style="font-family:inherit;font-size:8pt;"><span>$31 million</span></span><span style="font-family:inherit;font-size:8pt;"> of contracts accounted for as leases for the </span><span style="font-family:inherit;font-size:8pt;">three months ended March 31, 2020 and 2019, respectively</span><span style="font-family:inherit;font-size:8pt;">.</span></div></td></tr></table><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(g)</span></div><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes revenues outside the scope of Topic 606 primarily related to </span><span style="font-family:inherit;font-size:8pt;"><span>$637 million</span></span><span style="font-family:inherit;font-size:8pt;"> and </span><span style="font-family:inherit;font-size:8pt;"><span>$926 million</span></span><span style="font-family:inherit;font-size:8pt;"> of derivatives for the </span><span style="font-family:inherit;font-size:8pt;">three months ended March 31, 2020 and 2019, respectively</span><span style="font-family:inherit;font-size:8pt;">.</span></div> 599000000 553000000 426000000 421000000 156000000 163000000 35000000 98000000 1216000000 1235000000 394000000 477000000 77000000 81000000 26000000 26000000 43000000 61000000 540000000 645000000 170000000 116000000 307000000 388000000 913000000 1301000000 1212000000 4000000 4000000 2000000 2000000 3000000 2000000 2000000 27000000 31000000 637000000 926000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following is a summary of deferred revenue activity:</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:87%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Beginning Balance, January 1, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>75</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Increases due to cash received or receivable, excluding amounts recognized as revenue during the period</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Revenue recognized that was included in the deferred revenue balance at the beginning of the period</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(9</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Ending Balance, March 31, 2020</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>83</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 75000000 17000000 9000000 83000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table represents deferred revenue amounts for DTE Energy that are expected to be recognized as revenue in future periods:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;padding-left:0px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:87%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2021</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>50</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2022</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2023</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2024</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2025 and thereafter</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>83</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Electric</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>186</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2021</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>329</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2022</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>272</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2023</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>207</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2024</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>135</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2025 and thereafter</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>566</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,695</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>35</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 6000000 50000000 7000000 3000000 6000000 11000000 83000000 186000000 6000000 329000000 7000000 272000000 7000000 207000000 7000000 135000000 7000000 566000000 1000000 1695000000 35000000 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">REGULATORY MATTERS</span><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">2020 COVID-19 Response</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 are currently evaluating the impact of this order for potential change in accounting treatment, and will continue to monitor MPSC activities for further guidance on COVID-19 and any other pandemic related costs.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">2019 Electric Rate Case Filing</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Electric filed a rate case with the MPSC on July 8, 2019 requesting an increase in base rates of </span><span style="font-family:inherit;font-size:10pt;"><span>$351 million</span></span><span style="font-family:inherit;font-size:10pt;"> 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 requests an increase in return on equity from </span><span style="font-family:inherit;font-size:10pt;"><span>10.0%</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>10.5%</span></span><span style="font-family:inherit;font-size:10pt;"> and includes projected changes in sales and operating and maintenance expenses. A final MPSC order in this case is expected by May 2020.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">2019 Gas Rate Case Filing</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Gas filed a rate case with the MPSC on November 25, 2019 requesting an increase in base rates of </span><span style="font-family:inherit;font-size:10pt;"><span>$204 million</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>10.0%</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>10.5%</span></span><span style="font-family:inherit;font-size:10pt;"> and includes projected changes in sales and working capital.  A final MPSC order in this case is expected by September 2020.</span></div> 351000000 0.100 0.105 204000000 0.100 0.105 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">EARNINGS PER SHARE</span><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following is a reconciliation of DTE Energy's basic and diluted income per share calculation:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions, except per share amounts)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Basic Earnings per Share</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Income Attributable to DTE Energy Company</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>340</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>401</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Less: Allocation of earnings to net restricted stock awards</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net income available to common shareholders — basic</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>339</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>400</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Average number of common shares outstanding — basic</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>192</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>182</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Basic Earnings per Common Share</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1.77</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2.20</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Diluted Earnings per Share</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Income Attributable to DTE Energy Company</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>340</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>401</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Less: Allocation of earnings to net restricted stock awards</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net income available to common shareholders — diluted</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>339</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>400</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Average number of common shares outstanding — basic</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>192</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>182</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Incremental shares attributable to:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Average dilutive equity units, performance share awards, and stock options</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Average number of common shares outstanding — diluted</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>192</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>183</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Diluted Earnings per Common Share</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1.76</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2.19</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Equity Units excluded from the calculation of diluted EPS were approximately </span><span style="font-family:inherit;font-size:8pt;"><span>9.7 million</span></span><span style="font-family:inherit;font-size:8pt;"> for the </span><span style="font-family:inherit;font-size:8pt;">three months ended March 31, 2020</span><span style="font-family:inherit;font-size:8pt;"> as the dilutive stock price threshold was not met.</span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following is a reconciliation of DTE Energy's basic and diluted income per share calculation:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions, except per share amounts)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Basic Earnings per Share</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Income Attributable to DTE Energy Company</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>340</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>401</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Less: Allocation of earnings to net restricted stock awards</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net income available to common shareholders — basic</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>339</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>400</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Average number of common shares outstanding — basic</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>192</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>182</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Basic Earnings per Common Share</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1.77</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2.20</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Diluted Earnings per Share</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Income Attributable to DTE Energy Company</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>340</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>401</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Less: Allocation of earnings to net restricted stock awards</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net income available to common shareholders — diluted</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>339</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>400</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Average number of common shares outstanding — basic</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>192</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>182</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Incremental shares attributable to:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Average dilutive equity units, performance share awards, and stock options</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Average number of common shares outstanding — diluted</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>192</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>183</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Diluted Earnings per Common Share</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1.76</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2.19</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Equity Units excluded from the calculation of diluted EPS were approximately </span><span style="font-family:inherit;font-size:8pt;"><span>9.7 million</span></span><span style="font-family:inherit;font-size:8pt;"> for the </span><span style="font-family:inherit;font-size:8pt;">three months ended March 31, 2020</span><span style="font-family:inherit;font-size:8pt;"> as the dilutive stock price threshold was not met.</span></div> 340000000 401000000 1000000 1000000 339000000 400000000 192000000 182000000 1.77 2.20 340000000 401000000 1000000 1000000 339000000 400000000 192000000 182000000 0 1000000 192000000 183000000 1.76 2.19 9700000 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">FAIR VALUE</span><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">. The Registrants believe they use valuation techniques that maximize the use of observable market-based inputs and minimize the use of unobservable inputs.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:36px;"><span style="font-family:inherit;font-size:10pt;">•</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Level 1</span><span style="font-family:inherit;font-size:10pt;"> — 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.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:36px;"><span style="font-family:inherit;font-size:10pt;">•</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Level 2</span><span style="font-family:inherit;font-size:10pt;"> — 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.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:36px;"><span style="font-family:inherit;font-size:10pt;">•</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Level 3</span><span style="font-family:inherit;font-size:10pt;"> — 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.</span></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents assets and liabilities for DTE Energy measured and recorded at fair value on a recurring basis</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span><span style="font-family:inherit;font-size:10pt;">:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="48"/></tr><tr><td style="width:17%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level<br/>1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level<br/>2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level<br/>3</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Netting</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Balance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level<br/>1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level<br/>2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level<br/>3</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Netting</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Balance</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="47" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Assets</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash equivalents</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(d)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>421</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>421</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Nuclear decommissioning trusts</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Equity securities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>792</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>792</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,046</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,046</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fixed income securities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>127</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>376</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>503</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>160</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>378</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>538</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Private equity and other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash equivalents</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>82</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>82</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other investments</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(e)</sup></span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Equity securities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>115</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>115</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>140</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>140</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fixed income securities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>71</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>71</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>79</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>79</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash equivalents</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Derivative assets</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commodity contracts</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(f)</sup></span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>132</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>78</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>72</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(204</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>78</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>205</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>76</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>74</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(266</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>89</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>214</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>99</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(242</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>71</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>223</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>83</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(225</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>81</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Environmental &amp; Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>178</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(163</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>16</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>110</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(110</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange contracts</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>5</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total derivative assets</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>132</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>477</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>172</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(611</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>170</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>205</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>410</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>160</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(601</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>174</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,744</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>853</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>172</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(611</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2,220</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,683</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>788</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>160</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(601</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2,073</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Liabilities</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Derivative liabilities</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commodity contracts</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(f)</sup></span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(170</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(44</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(64</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>204</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(74</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(221</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(41</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(89</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>266</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(85</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(233</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(84</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>242</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(75</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(231</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(67</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>225</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(73</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Environmental &amp; Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(144</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>163</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>14</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(121</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>110</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(11</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange contracts</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(175</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(423</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(148</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>611</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(135</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(221</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(393</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(156</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>601</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(169</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Assets at end of period</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,569</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>430</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>24</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2,085</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,462</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>395</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,904</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Assets</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>550</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>350</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>122</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(489</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>533</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>218</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>320</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>123</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(513</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>148</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Noncurrent</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,194</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>503</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>50</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(122</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,687</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,465</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>468</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(88</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,925</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total Assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,744</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>853</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>172</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(611</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2,220</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,683</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>788</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>160</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(601</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2,073</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Liabilities</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(163</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(325</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(89</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>489</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(88</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(211</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(300</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(85</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>513</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(83</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Noncurrent</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(12</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(98</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(59</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>122</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(47</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(10</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(93</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(71</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>88</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(86</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total Liabilities</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(175</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(423</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(148</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>611</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(135</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(221</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(393</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(156</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>601</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(169</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Assets at end of period</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,569</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>430</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>24</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2,085</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,462</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>395</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,904</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">See footnotes on following page.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Amounts represent assets valued at NAV as a practical expedient for fair value.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(c)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">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.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(d)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:10pt;"><span style="font-family:inherit;font-size:8pt;">At </span><span style="font-family:inherit;font-size:8pt;">March 31, 2020</span><span style="font-family:inherit;font-size:8pt;">, the </span><span style="font-family:inherit;font-size:8pt;"><span>$421 million</span></span><span style="font-family:inherit;font-size:8pt;"> consisted of </span><span style="font-family:inherit;font-size:8pt;"><span>$409 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:8pt;"><span>$1 million</span></span><span style="font-family:inherit;font-size:8pt;">, and</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:8pt;"><span>$11 million</span></span><span style="font-family:inherit;font-size:8pt;"> of cash equivalents included in Cash and cash equivalents, Restricted cash, and Other investments on DTE Energy's Consolidated Statements of Financial Position, respectively. At </span><span style="font-family:inherit;font-size:8pt;">December 31, 2019</span><span style="font-family:inherit;font-size:8pt;">, the </span><span style="font-family:inherit;font-size:8pt;"><span>$15 million</span></span><span style="font-family:inherit;font-size:8pt;"> consisted of </span><span style="font-family:inherit;font-size:8pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:8pt;"> and </span><span style="font-family:inherit;font-size:8pt;"><span>$11 million</span></span><span style="font-family:inherit;font-size:8pt;"> of cash equivalents included in Cash and cash equivalents and Other investments on DTE Energy's Consolidated Statements of Financial Position, respectively.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(e)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Excludes cash surrender value of life insurance investments.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(f)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">For contracts with a clearing agent, DTE Energy nets all activity across commodities. This can result in some individual commodities having a contra balance.</span></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents assets for DTE Electric measured and recorded at fair value on a recurring basis as of:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="40"/></tr><tr><td style="width:21%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 3</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Balance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 3</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Balance</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="39" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Assets</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash equivalents</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Nuclear decommissioning trusts</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Equity securities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>792</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>792</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,046</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,046</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fixed income securities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>127</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>376</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>503</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>160</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>378</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>538</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Private equity and other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash equivalents</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>82</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>82</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other investments</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Equity securities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Derivative assets — FTRs</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,023</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>376</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,462</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,264</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>378</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,688</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Assets</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>14</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Noncurrent</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,012</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>376</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,450</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,253</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>378</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,674</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total Assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,023</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>376</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,462</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,264</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>378</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,688</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Amounts represent assets valued at NAV as a practical expedient for fair value.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">At </span><span style="font-family:inherit;font-size:8pt;">March 31, 2020</span><span style="font-family:inherit;font-size:8pt;"> and </span><span style="font-family:inherit;font-size:8pt;">December 31, 2019</span><span style="font-family:inherit;font-size:8pt;">, the </span><span style="font-family:inherit;font-size:8pt;"><span>$11 million</span></span><span style="font-family:inherit;font-size:8pt;"> consisted of cash equivalents included in Other investments on DTE Electric's Consolidated Statements of Financial Position.</span></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Cash Equivalents</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Nuclear Decommissioning Trusts and Other Investments</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. </span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>7 years</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>12 years</span></span><span style="font-family:inherit;font-size:10pt;">. 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$159 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$151 million</span></span><span style="font-family:inherit;font-size:10pt;"> as of March 31, 2020 and December 31, 2019, respectively.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Derivative Assets and Liabilities</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="32"/></tr><tr><td style="width:35%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Natural Gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Electricity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Natural Gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Electricity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="31" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Assets (Liabilities) as of January 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(15</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>16</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(49</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(44</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Transfers into Level 3 from Level 2</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Transfers from Level 3 into Level 2</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total gains (losses)</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Included in earnings</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>24</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>20</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>44</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Recorded in Regulatory liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Purchases, issuances, and settlements</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Settlements</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(21</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(21</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Assets (Liabilities) as of March 31</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>8</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>15</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>24</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(10</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(25</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(33</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">The amount of total gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31, 2020 and 2019 and reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>19</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>21</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>40</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(21</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(6</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:35%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:7%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Assets as of beginning of period</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Change in fair value recorded in Regulatory liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Purchases, issuances, and settlements</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Settlements</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Assets as of March 31</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">The amount of total gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets held at March 31, 2020 and 2019 and reflected in DTE Electric's Consolidated Statements of Financial Position</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;">three</span><span style="font-family:inherit;font-size:10pt;"> months ended </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following tables present the unobservable inputs related to DTE Energy's Level 3 assets and liabilities:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="26"/></tr><tr><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:25%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Commodity Contracts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Valuation Techniques</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Unobservable Input</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Range</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted Average</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural Gas</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>72</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(64</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Discounted Cash Flow</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Forward basis price (per MMBtu)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(0.84</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4.20</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">/MMBtu</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(0.07</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)/MMBtu</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>99</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(84</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Discounted Cash Flow</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Forward basis price (per MWh)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(10</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">/MWh</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="26"/></tr><tr><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:25%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Commodity Contracts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Valuation Techniques</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Unobservable Input</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Range</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted Average</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural Gas</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>74</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(89</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Discounted Cash Flow</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Forward basis price (per MMBtu)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1.78</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>5.78</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">/MMBtu</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(0.09</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)/MMBtu</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>83</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(67</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Discounted Cash Flow</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Forward basis price (per MWh)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(10</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">/MWh</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Fair Value of Financial Instruments</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents the carrying amount and fair value of financial instruments for DTE Energy:</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="32"/></tr><tr><td style="width:29%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 3</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 3</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="31" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Notes receivable — Other</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span><span style="font-family:inherit;font-size:8pt;">, excluding lessor finance leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>68</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>68</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>184</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>184</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Short-term borrowings</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,131</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,131</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>828</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>828</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Notes payable — Other</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(b)</sup></span><span style="font-family:inherit;font-size:8pt;">, excluding lessee finance leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>15</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>15</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>25</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>25</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Long-term debt</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>17,398</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2,120</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>12,108</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>3,824</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>16,606</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2,572</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>14,207</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,252</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Current portion included in Current Assets — Other on DTE Energy's Consolidated Statements of Financial Position.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Included in Current Liabilities — Other and Other Liabilities — Other on DTE Energy's Consolidated Statements of Financial Position.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(c)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes debt due within </span><span style="font-family:inherit;font-size:8pt;">one year</span><span style="font-family:inherit;font-size:8pt;">, unamortized debt discounts, and issuance costs. Excludes finance lease obligations.</span></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents the carrying amount and fair value of financial instruments for DTE Electric:</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="32"/></tr><tr><td style="width:29%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 3</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 3</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="31" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Notes receivable — Other</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span><span style="font-family:inherit;font-size:8pt;">, excluding lessor finance leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Short-term borrowings — affiliates</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>139</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>139</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>97</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>97</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Short-term borrowings — other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>71</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>71</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>354</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>354</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Notes payable — Other</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(b)</sup></span><span style="font-family:inherit;font-size:8pt;">, excluding lessee finance leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Long-term debt</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7,970</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7,373</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,330</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7,180</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7,916</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>173</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Included in Current Assets — Other and Other Assets — Other on DTE Electric's Consolidated Statements of Financial Position.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Included in Current Liabilities — Other and Other Liabilities — Other on DTE Electric's Consolidated Statements of Financial Position.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(c)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes debt due within </span><span style="font-family:inherit;font-size:8pt;">one year</span><span style="font-family:inherit;font-size:8pt;">, unamortized debt discounts, and issuance costs. Excludes finance lease obligations.</span></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">For further fair value information on financial and derivative instruments, see </span><span style="font-family:inherit;font-size:10pt;">Note 9</span><span style="font-family:inherit;font-size:10pt;"> to the Consolidated Financial Statements, "</span><span style="font-family:inherit;font-size:10pt;">Financial and Other Derivative Instruments</span><span style="font-family:inherit;font-size:10pt;">."</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Nuclear Decommissioning Trust Funds</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes DTE Electric's fair value of the nuclear decommissioning trust fund assets:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:69%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fermi 2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,430</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,650</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fermi 1</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Low-level radioactive waste</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,439</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,661</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Realized gains</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Realized losses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(16</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(7</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Proceeds from sale of securities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>439</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>176</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table sets forth DTE Electric's fair value and unrealized gains and losses for the nuclear decommissioning trust funds:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24"/></tr><tr><td style="width:17%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair<br/>Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Unrealized<br/>Gains</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Unrealized<br/>Losses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair<br/>Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Unrealized<br/>Gains</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Unrealized<br/>Losses</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="23" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Equity securities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>792</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>244</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(128</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,046</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>396</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(39</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fixed income securities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>503</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(6</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>538</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Private equity and other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash equivalents</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>82</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,439</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>270</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(134</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,661</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>420</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(40</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes the fair value of the fixed income securities held in nuclear decommissioning trust funds by contractual maturity:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:85%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Due within one year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Due after one through five years</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>83</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Due after five through ten years</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>106</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Due after ten years</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>290</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>503</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Other Securities</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, 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. For the </span><span style="font-family:inherit;font-size:10pt;">three months ended March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">losses</span><span style="font-family:inherit;font-size:10pt;"> related to the Trust were </span><span style="font-family:inherit;font-size:10pt;"><span>$31 million</span></span><span style="font-family:inherit;font-size:10pt;">, including </span><span style="font-family:inherit;font-size:10pt;"><span>$23 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to equity securities and </span><span style="font-family:inherit;font-size:10pt;"><span>$8 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to fixed income securities. For the </span><span style="font-family:inherit;font-size:10pt;">three months ended March 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">gains</span><span style="font-family:inherit;font-size:10pt;"> related to the Trust were </span><span style="font-family:inherit;font-size:10pt;"><span>$17 million</span></span><span style="font-family:inherit;font-size:10pt;">, including </span><span style="font-family:inherit;font-size:10pt;"><span>$13 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to equity securities and </span><span style="font-family:inherit;font-size:10pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:10pt;"> related to fixed income securities. Gains or losses related to the Rabbi Trust assets 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.</span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">. The Registrants believe they use valuation techniques that maximize the use of observable market-based inputs and minimize the use of unobservable inputs.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:36px;"><span style="font-family:inherit;font-size:10pt;">•</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Level 1</span><span style="font-family:inherit;font-size:10pt;"> — 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.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:36px;"><span style="font-family:inherit;font-size:10pt;">•</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Level 2</span><span style="font-family:inherit;font-size:10pt;"> — 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.</span></div></td></tr></table><div style="line-height:120%;font-size:10pt;padding-left:36px;"><span style="font-family:inherit;font-size:10pt;">•</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Level 3</span><span style="font-family:inherit;font-size:10pt;"> — 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.</span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents assets and liabilities for DTE Energy measured and recorded at fair value on a recurring basis</span><span style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></span><span style="font-family:inherit;font-size:10pt;">:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="48"/></tr><tr><td style="width:17%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level<br/>1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level<br/>2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level<br/>3</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Netting</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Balance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level<br/>1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level<br/>2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level<br/>3</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Netting</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Balance</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="47" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Assets</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash equivalents</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(d)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>421</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>421</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Nuclear decommissioning trusts</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Equity securities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>792</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>792</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,046</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,046</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fixed income securities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>127</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>376</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>503</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>160</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>378</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>538</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Private equity and other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash equivalents</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>82</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>82</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other investments</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(e)</sup></span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Equity securities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>115</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>115</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>140</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>140</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fixed income securities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>71</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>71</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>79</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>79</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash equivalents</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Derivative assets</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commodity contracts</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(f)</sup></span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>132</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>78</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>72</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(204</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>78</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>205</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>76</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>74</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(266</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>89</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>214</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>99</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(242</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>71</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>223</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>83</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(225</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>81</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Environmental &amp; Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>178</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(163</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>16</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>110</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(110</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange contracts</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>5</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total derivative assets</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>132</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>477</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>172</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(611</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>170</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>205</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>410</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>160</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(601</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>174</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,744</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>853</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>172</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(611</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2,220</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,683</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>788</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>160</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(601</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2,073</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Liabilities</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Derivative liabilities</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commodity contracts</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(f)</sup></span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(170</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(44</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(64</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>204</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(74</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(221</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(41</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(89</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>266</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(85</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(233</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(84</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>242</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(75</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(231</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(67</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>225</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(73</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Environmental &amp; Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(144</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>163</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>14</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(121</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>110</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(11</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange contracts</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(175</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(423</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(148</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>611</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(135</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(221</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(393</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(156</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>601</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(169</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Assets at end of period</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,569</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>430</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>24</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2,085</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,462</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>395</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,904</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Assets</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>550</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>350</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>122</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(489</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>533</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>218</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>320</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>123</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(513</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>148</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Noncurrent</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,194</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>503</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>50</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(122</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,687</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,465</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>468</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(88</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,925</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total Assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,744</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>853</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>172</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(611</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2,220</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,683</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>788</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>160</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(601</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2,073</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Liabilities</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(163</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(325</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(89</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>489</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(88</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(211</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(300</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(85</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>513</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(83</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Noncurrent</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(12</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(98</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(59</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>122</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(47</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(10</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(93</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(71</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>88</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(86</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total Liabilities</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(175</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(423</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(148</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>611</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(135</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(221</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(393</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(156</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>601</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(169</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Assets at end of period</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,569</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>430</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>24</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2,085</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,462</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>395</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,904</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">See footnotes on following page.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Amounts represent assets valued at NAV as a practical expedient for fair value.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(c)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">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.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(d)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:10pt;"><span style="font-family:inherit;font-size:8pt;">At </span><span style="font-family:inherit;font-size:8pt;">March 31, 2020</span><span style="font-family:inherit;font-size:8pt;">, the </span><span style="font-family:inherit;font-size:8pt;"><span>$421 million</span></span><span style="font-family:inherit;font-size:8pt;"> consisted of </span><span style="font-family:inherit;font-size:8pt;"><span>$409 million</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:8pt;"><span>$1 million</span></span><span style="font-family:inherit;font-size:8pt;">, and</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:8pt;"><span>$11 million</span></span><span style="font-family:inherit;font-size:8pt;"> of cash equivalents included in Cash and cash equivalents, Restricted cash, and Other investments on DTE Energy's Consolidated Statements of Financial Position, respectively. At </span><span style="font-family:inherit;font-size:8pt;">December 31, 2019</span><span style="font-family:inherit;font-size:8pt;">, the </span><span style="font-family:inherit;font-size:8pt;"><span>$15 million</span></span><span style="font-family:inherit;font-size:8pt;"> consisted of </span><span style="font-family:inherit;font-size:8pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:8pt;"> and </span><span style="font-family:inherit;font-size:8pt;"><span>$11 million</span></span><span style="font-family:inherit;font-size:8pt;"> of cash equivalents included in Cash and cash equivalents and Other investments on DTE Energy's Consolidated Statements of Financial Position, respectively.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(e)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Excludes cash surrender value of life insurance investments.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(f)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">For contracts with a clearing agent, DTE Energy nets all activity across commodities. This can result in some individual commodities having a contra balance.</span></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents assets for DTE Electric measured and recorded at fair value on a recurring basis as of:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="40"/></tr><tr><td style="width:21%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="19" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 3</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Balance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 3</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Balance</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="39" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Assets</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash equivalents</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(b)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Nuclear decommissioning trusts</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Equity securities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>792</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>792</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,046</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,046</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fixed income securities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>127</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>376</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>503</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>160</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>378</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>538</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Private equity and other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash equivalents</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>82</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>82</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Other investments</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Equity securities</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Derivative assets — FTRs</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,023</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>376</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,462</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,264</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>378</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,688</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Assets</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>12</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>14</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Noncurrent</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,012</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>376</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,450</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,253</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>378</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,674</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total Assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,023</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>376</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,462</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,264</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>378</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,688</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Amounts represent assets valued at NAV as a practical expedient for fair value.</span></div></td></tr></table><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(b)</span></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">At </span><span style="font-family:inherit;font-size:8pt;">March 31, 2020</span><span style="font-family:inherit;font-size:8pt;"> and </span><span style="font-family:inherit;font-size:8pt;">December 31, 2019</span><span style="font-family:inherit;font-size:8pt;">, the </span><span style="font-family:inherit;font-size:8pt;"><span>$11 million</span></span><span style="font-family:inherit;font-size:8pt;"> consisted of cash equivalents included in Other investments on DTE Electric's Consolidated Statements of Financial Position.</span></div> 421000000 0 0 421000000 15000000 0 0 15000000 792000000 0 0 792000000 1046000000 0 0 1046000000 127000000 376000000 0 503000000 160000000 378000000 0 538000000 0 0 0 62000000 62000000 0 0 0 43000000 43000000 82000000 0 0 82000000 34000000 0 0 34000000 115000000 0 0 115000000 140000000 0 0 140000000 71000000 0 0 71000000 79000000 0 0 79000000 4000000 0 0 4000000 4000000 0 0 4000000 132000000 78000000 72000000 204000000 78000000 205000000 76000000 74000000 266000000 89000000 0 214000000 99000000 242000000 71000000 0 223000000 83000000 225000000 81000000 0 178000000 1000000 163000000 16000000 0 110000000 3000000 110000000 3000000 0 7000000 0 2000000 5000000 0 1000000 0 0 1000000 132000000 477000000 172000000 611000000 170000000 205000000 410000000 160000000 601000000 174000000 1744000000 853000000 172000000 62000000 611000000 2220000000 1683000000 788000000 160000000 43000000 601000000 2073000000 170000000 44000000 64000000 204000000 74000000 221000000 41000000 89000000 266000000 85000000 0 233000000 84000000 242000000 75000000 0 231000000 67000000 225000000 73000000 5000000 144000000 0 163000000 -14000000 0 121000000 0 110000000 11000000 0 2000000 0 2000000 0 0 0 0 0 0 175000000 423000000 148000000 611000000 135000000 221000000 393000000 156000000 601000000 169000000 1569000000 430000000 24000000 62000000 0 2085000000 1462000000 395000000 4000000 43000000 0 1904000000 550000000 350000000 122000000 489000000 533000000 218000000 320000000 123000000 513000000 148000000 1194000000 503000000 50000000 62000000 122000000 1687000000 1465000000 468000000 37000000 43000000 88000000 1925000000 1744000000 853000000 172000000 62000000 611000000 2220000000 1683000000 788000000 160000000 43000000 601000000 2073000000 163000000 325000000 89000000 489000000 88000000 211000000 300000000 85000000 513000000 83000000 12000000 98000000 59000000 122000000 47000000 10000000 93000000 71000000 88000000 86000000 175000000 423000000 148000000 611000000 135000000 221000000 393000000 156000000 601000000 169000000 1569000000 430000000 24000000 62000000 0 2085000000 1462000000 395000000 4000000 43000000 0 1904000000 421000000 409000000 1000000 11000000 15000000 4000000 11000000 11000000 0 0 11000000 11000000 0 0 11000000 792000000 0 0 792000000 1046000000 0 0 1046000000 127000000 376000000 0 503000000 160000000 378000000 0 538000000 0 0 0 62000000 62000000 0 0 0 43000000 43000000 82000000 0 0 82000000 34000000 0 0 34000000 11000000 0 0 11000000 13000000 0 0 13000000 0 0 1000000 1000000 0 0 3000000 3000000 1023000000 376000000 1000000 62000000 1462000000 1264000000 378000000 3000000 43000000 1688000000 11000000 0 1000000 12000000 11000000 0 3000000 14000000 1012000000 376000000 0 62000000 1450000000 1253000000 378000000 0 43000000 1674000000 1023000000 376000000 1000000 62000000 1462000000 1264000000 378000000 3000000 43000000 1688000000 11000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Nuclear Decommissioning Trusts and Other Investments</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. </span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>7 years</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>12 years</span></span><span style="font-family:inherit;font-size:10pt;">. 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$159 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$151 million</span></span><span style="font-family:inherit;font-size:10pt;"> as of March 31, 2020 and December 31, 2019, respectively.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div> P7Y P12Y 159000000 151000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Derivative Assets and Liabilities</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="32"/></tr><tr><td style="width:35%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:5%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Natural Gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Electricity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Natural Gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Electricity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="31" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Assets (Liabilities) as of January 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(15</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>16</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(49</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(44</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Transfers into Level 3 from Level 2</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Transfers from Level 3 into Level 2</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total gains (losses)</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Included in earnings</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>24</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>20</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>44</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Recorded in Regulatory liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Purchases, issuances, and settlements</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Settlements</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(21</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(21</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Assets (Liabilities) as of March 31</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>8</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>15</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>24</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(10</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(25</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(33</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">The amount of total gains (losses) included in Net Income attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31, 2020 and 2019 and reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>19</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>21</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>40</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(21</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(6</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:35%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:7%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:5px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Assets as of beginning of period</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Change in fair value recorded in Regulatory liabilities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Purchases, issuances, and settlements</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;padding-left:12px;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Settlements</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Assets as of March 31</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">The amount of total gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets held at March 31, 2020 and 2019 and reflected in DTE Electric's Consolidated Statements of Financial Position</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> -15000000 16000000 3000000 4000000 -49000000 -2000000 7000000 -44000000 0 0 0 0 0 0 0 0 1000000 0 0 1000000 0 0 0 0 24000000 20000000 0 44000000 31000000 -31000000 -1000000 -1000000 0 0 -2000000 -2000000 0 0 -3000000 -3000000 0 21000000 0 21000000 -8000000 -8000000 1000000 -15000000 8000000 15000000 1000000 24000000 -10000000 -25000000 2000000 -33000000 19000000 21000000 0 40000000 16000000 -21000000 -1000000 -6000000 3000000 6000000 -2000000 -3000000 0 1000000 1000000 2000000 0 0 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. <div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following tables present the unobservable inputs related to DTE Energy's Level 3 assets and liabilities:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="26"/></tr><tr><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:25%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Commodity Contracts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Valuation Techniques</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Unobservable Input</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Range</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted Average</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural Gas</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>72</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(64</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Discounted Cash Flow</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Forward basis price (per MMBtu)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(0.84</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4.20</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">/MMBtu</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(0.07</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)/MMBtu</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>99</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(84</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Discounted Cash Flow</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Forward basis price (per MWh)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(10</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">/MWh</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="26"/></tr><tr><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:25%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:3%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Commodity Contracts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Valuation Techniques</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Unobservable Input</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Range</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted Average</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural Gas</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>74</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(89</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Discounted Cash Flow</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Forward basis price (per MMBtu)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1.78</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>5.78</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">/MMBtu</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(0.09</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)/MMBtu</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>83</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(67</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Discounted Cash Flow</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Forward basis price (per MWh)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(10</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">/MWh</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 72000000 64000000 -0.84 4.20 -0.07 99000000 84000000 -10 5 0 74000000 89000000 -1.78 5.78 -0.09 83000000 67000000 -10 6 0 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents the carrying amount and fair value of financial instruments for DTE Energy:</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="32"/></tr><tr><td style="width:29%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 3</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 3</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="31" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Notes receivable — Other</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span><span style="font-family:inherit;font-size:8pt;">, excluding lessor finance leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>68</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>68</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>184</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>184</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Short-term borrowings</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,131</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,131</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>828</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>828</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Notes payable — Other</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(b)</sup></span><span style="font-family:inherit;font-size:8pt;">, excluding lessee finance leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>15</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>15</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>25</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>25</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Long-term debt</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>17,398</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2,120</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>12,108</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>3,824</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>16,606</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2,572</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>14,207</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,252</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Current portion included in Current Assets — Other on DTE Energy's Consolidated Statements of Financial Position.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Included in Current Liabilities — Other and Other Liabilities — Other on DTE Energy's Consolidated Statements of Financial Position.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(c)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes debt due within </span><span style="font-family:inherit;font-size:8pt;">one year</span><span style="font-family:inherit;font-size:8pt;">, unamortized debt discounts, and issuance costs. Excludes finance lease obligations.</span></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents the carrying amount and fair value of financial instruments for DTE Electric:</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="32"/></tr><tr><td style="width:29%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:6%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Carrying</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 3</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 3</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="31" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Notes receivable — Other</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span><span style="font-family:inherit;font-size:8pt;">, excluding lessor finance leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Short-term borrowings — affiliates</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>139</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>139</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>97</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>97</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Short-term borrowings — other</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>71</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>71</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>354</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>354</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Notes payable — Other</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(b)</sup></span><span style="font-family:inherit;font-size:8pt;">, excluding lessee finance leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Long-term debt</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(c)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7,970</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7,373</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,330</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7,180</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7,916</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>173</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Included in Current Assets — Other and Other Assets — Other on DTE Electric's Consolidated Statements of Financial Position.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(b)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Included in Current Liabilities — Other and Other Liabilities — Other on DTE Electric's Consolidated Statements of Financial Position.</span></div></td></tr></table><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(c)</span></div><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Includes debt due within </span><span style="font-family:inherit;font-size:8pt;">one year</span><span style="font-family:inherit;font-size:8pt;">, unamortized debt discounts, and issuance costs. Excludes finance lease obligations.</span></div> 68000000 0 0 68000000 184000000 0 0 184000000 1131000000 0 1131000000 0 828000000 0 828000000 0 15000000 0 0 15000000 25000000 0 0 25000000 17398000000 2120000000 12108000000 3824000000 16606000000 2572000000 14207000000 1252000000 11000000 0 0 11000000 9000000 0 0 9000000 139000000 0 0 139000000 97000000 0 0 97000000 71000000 0 71000000 0 354000000 0 354000000 0 11000000 0 0 11000000 21000000 0 0 21000000 7970000000 0 7373000000 1330000000 7180000000 0 7916000000 173000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes DTE Electric's fair value of the nuclear decommissioning trust fund assets:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:69%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fermi 2</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,430</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,650</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fermi 1</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Low-level radioactive waste</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>8</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,439</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,661</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 1430000000 1650000000 3000000 3000000 6000000 8000000 1439000000 1661000000 The following table sets forth DTE Electric's gains and losses and proceeds from the sale of securities by the nuclear decommissioning trust funds:<div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Realized gains</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Realized losses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(16</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(7</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Proceeds from sale of securities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>439</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>176</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 31000000 11000000 16000000 7000000 439000000 176000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table sets forth DTE Electric's fair value and unrealized gains and losses for the nuclear decommissioning trust funds:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24"/></tr><tr><td style="width:17%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair<br/>Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Unrealized<br/>Gains</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Unrealized<br/>Losses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair<br/>Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Unrealized<br/>Gains</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Unrealized<br/>Losses</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="23" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Equity securities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>792</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>244</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(128</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,046</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>396</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(39</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fixed income securities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>503</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>26</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(6</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>538</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Private equity and other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>62</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>43</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash equivalents</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>82</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>34</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">—</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,439</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>270</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(134</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,661</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>420</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(40</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 792000000 244000000 128000000 1046000000 396000000 39000000 503000000 26000000 6000000 538000000 24000000 1000000 62000000 43000000 82000000 34000000 1439000000 270000000 134000000 1661000000 420000000 40000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes the fair value of the fixed income securities held in nuclear decommissioning trust funds by contractual maturity:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:85%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Due within one year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Due after one through five years</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>83</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Due after five through ten years</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>106</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Due after ten years</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>290</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>503</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 24000000 83000000 106000000 290000000 503000000 -31000000 -23000000 -8000000 17000000 13000000 4000000 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">FINANCIAL AND OTHER DERIVATIVE INSTRUMENTS</span><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">DTE Electric</span><span style="font-family:inherit;font-size:10pt;"> — 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">DTE Gas </span><span style="font-family:inherit;font-size:10pt;">— DTE Gas purchases, stores, transports, distributes, and sells natural gas, buys and sells transportation capacity, and sells 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. DTE Gas may also sell forward transportation and storage capacity contracts. Forward transportation and storage contracts are generally not derivatives and are therefore accounted for under the accrual method.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Gas Storage and Pipelines —</span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Power and Industrial Projects</span><span style="font-family:inherit;font-size:10pt;"> — 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Energy Trading — Commodity Price Risk —</span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Energy Trading — Foreign Currency Exchange Risk —</span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Corporate and Other — Interest Rate Risk —</span><span style="font-family:inherit;font-size:10pt;"> DTE Energy may use interest rate swaps, treasury locks, and other derivatives to hedge the risk associated with interest rate market volatility.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Credit Risk —</span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Derivative Activities</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:36px;"><span style="font-family:inherit;font-size:10pt;">•</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Asset Optimization</span><span style="font-family:inherit;font-size:10pt;"> — 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.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:36px;"><span style="font-family:inherit;font-size:10pt;">•</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Marketing and Origination</span><span style="font-family:inherit;font-size:10pt;"> — Represents derivative activity transacted by originating substantially hedged positions with wholesale energy marketers, producers, end-users, utilities, retail aggregators, and alternative energy suppliers.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:36px;"><span style="font-family:inherit;font-size:10pt;">•</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Fundamentals Based Trading</span><span style="font-family:inherit;font-size:10pt;"> — 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.</span></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:60px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:36px;"><span style="font-family:inherit;font-size:10pt;">•</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Other</span><span style="font-family:inherit;font-size:10pt;"> — 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.</span></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents the fair value of derivative instruments for DTE Energy:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:45%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative<br/>Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative<br/>Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Liabilities</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivatives not designated as hedging instruments</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commodity contracts</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>282</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(278</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>355</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(351</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>313</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(317</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>306</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(298</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Environmental &amp; Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>179</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(149</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>113</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(121</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange contracts</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total derivatives not designated as hedging instruments</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>781</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(746</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>775</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(770</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>601</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(577</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>646</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(596</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Noncurrent</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>180</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(169</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>129</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(174</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total derivatives</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>781</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(746</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>775</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(770</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents the fair value of derivative instruments for DTE Electric:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:71%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">FTRs — Other current assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total derivatives not designated as hedging instruments</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>$9 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:10pt;"> outstanding at </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, respectively, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$8 million</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, respectively. Such balances of letters of credit are excluded from the tables below and are not netted with the recognized assets and liabilities in DTE Energy's Consolidated Statements of Financial Position.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents net cash collateral offsetting arrangements for DTE Energy:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;padding-left:0px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:71%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash collateral recorded in Accounts receivable</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>10</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash collateral recorded in Accounts payable</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total net cash collateral posted (received)</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Amounts are recorded net by counterparty.</span></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents the netting offsets of Derivative assets and liabilities for DTE Energy:</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24"/></tr><tr><td style="width:23%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Amounts of Recognized Assets (Liabilities)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Amounts Offset in the Consolidated Statements of Financial Position</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Amounts of Assets (Liabilities) Presented in the Consolidated Statements of Financial Position</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Amounts of Recognized Assets (Liabilities)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Amounts Offset in the Consolidated Statements of Financial Position</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Amounts of Assets (Liabilities) Presented in the Consolidated Statements of Financial Position</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="23" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative assets</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commodity contracts</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>282</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(204</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>78</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>355</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(266</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>89</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>313</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(242</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>71</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>306</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(225</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>81</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Environmental &amp; Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>179</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(163</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>16</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>113</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(110</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange contracts</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total derivative assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>781</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(611</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>170</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>775</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(601</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>174</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative liabilities</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commodity contracts</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(278</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>204</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(74</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(351</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>266</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(85</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(317</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>242</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(298</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>225</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(73</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Environmental &amp; Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(149</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>163</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>14</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(121</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>110</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(11</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Interest rate contracts</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange contracts</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total derivative liabilities</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(746</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>611</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(135</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(770</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>601</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(169</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="32"/></tr><tr><td style="width:21%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Liabilities</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Noncurrent</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Noncurrent</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Noncurrent</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Noncurrent</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="31" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total fair value of derivatives</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>601</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>180</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(577</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(169</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>646</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>129</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(596</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(174</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Counterparty netting</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(489</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(122</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>489</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>122</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(513</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(88</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>513</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>88</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Collateral adjustment</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:normal;">Total derivatives as reported</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>112</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>58</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(88</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(47</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>133</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>41</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(83</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(86</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The effect of derivatives not designated as hedging instruments on DTE Energy's Consolidated Statements of Operations is as follows:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="11"/></tr><tr><td style="width:40%;"/><td style="width:1%;"/><td style="width:31%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Location of Gain (Loss) Recognized in Income on Derivatives</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:middle;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gain (Loss) Recognized in Income on Derivatives for the Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commodity contracts</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Operating Revenues — Non-utility operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(11</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(15</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fuel, purchased power, and gas — non-utility</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>36</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>70</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Operating Revenues — Non-utility operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(49</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Environmental &amp; Other</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Operating Revenues — Non-utility operations</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>21</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange contracts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Operating Revenues — Non-utility operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:normal;">Total</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>52</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following represents the cumulative gross volume of DTE Energy's derivative contracts outstanding as of </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:86%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Commodity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Number of Units</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas (MMBtu)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,756,620,693</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity (MWh)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>36,261,221</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange (CAD)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>82,707,523</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Renewable Energy Certificates (MWh)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>11,761,761</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$381 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, DTE Energy had </span><span style="font-family:inherit;font-size:10pt;"><span>$676 million</span></span><span style="font-family:inherit;font-size:10pt;color:#ff0000;"> </span><span style="font-family:inherit;font-size:10pt;">of derivatives in net liability positions, for which hard triggers exist. There is </span><span style="font-family:inherit;font-size:10pt;"><span>no</span></span><span style="font-family:inherit;font-size:10pt;color:#ff0000;font-weight:bold;"> </span><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>$601 million</span></span><span style="font-family:inherit;font-size:10pt;">. The net remaining amount of </span><span style="font-family:inherit;font-size:10pt;"><span>$75 million</span></span><span style="font-family:inherit;font-size:10pt;"> is derived from the </span><span style="font-family:inherit;font-size:10pt;"><span>$381 million</span></span><span style="font-family:inherit;font-size:10pt;"> noted above.</span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">DTE Electric</span><span style="font-family:inherit;font-size:10pt;"> — 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">DTE Gas </span><span style="font-family:inherit;font-size:10pt;">— DTE Gas purchases, stores, transports, distributes, and sells natural gas, buys and sells transportation capacity, and sells 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. DTE Gas may also sell forward transportation and storage capacity contracts. Forward transportation and storage contracts are generally not derivatives and are therefore accounted for under the accrual method.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Gas Storage and Pipelines —</span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Power and Industrial Projects</span><span style="font-family:inherit;font-size:10pt;"> — 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Energy Trading — Commodity Price Risk —</span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Energy Trading — Foreign Currency Exchange Risk —</span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Corporate and Other — Interest Rate Risk —</span><span style="font-family:inherit;font-size:10pt;"> DTE Energy may use interest rate swaps, treasury locks, and other derivatives to hedge the risk associated with interest rate market volatility.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Credit Risk —</span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents the fair value of derivative instruments for DTE Energy:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:45%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative<br/>Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative<br/>Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Liabilities</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivatives not designated as hedging instruments</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commodity contracts</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>282</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(278</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>355</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(351</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>313</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(317</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>306</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(298</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Environmental &amp; Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>179</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(149</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>113</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(121</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange contracts</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total derivatives not designated as hedging instruments</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>781</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(746</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>775</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(770</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>601</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(577</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>646</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(596</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Noncurrent</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>180</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(169</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>129</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(174</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total derivatives</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>781</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(746</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>775</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(770</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents the fair value of derivative instruments for DTE Electric:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:71%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">FTRs — Other current assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total derivatives not designated as hedging instruments</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 282000000 278000000 355000000 351000000 313000000 317000000 306000000 298000000 179000000 149000000 113000000 121000000 7000000 2000000 1000000 0 781000000 746000000 775000000 770000000 601000000 577000000 646000000 596000000 180000000 169000000 129000000 174000000 781000000 746000000 775000000 770000000 1000000 3000000 1000000 3000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>$9 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$4 million</span></span><span style="font-family:inherit;font-size:10pt;"> outstanding at </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, respectively, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$5 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$8 million</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, respectively. Such balances of letters of credit are excluded from the tables below and are not netted with the recognized assets and liabilities in DTE Energy's Consolidated Statements of Financial Position.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div> 9000000 4000000 5000000 8000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents net cash collateral offsetting arrangements for DTE Energy:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;padding-left:0px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:71%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash collateral recorded in Accounts receivable</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>10</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash collateral recorded in Accounts payable</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total net cash collateral posted (received)</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Amounts are recorded net by counterparty.</span></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents the netting offsets of Derivative assets and liabilities for DTE Energy:</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24"/></tr><tr><td style="width:23%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Amounts of Recognized Assets (Liabilities)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Amounts Offset in the Consolidated Statements of Financial Position</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Amounts of Assets (Liabilities) Presented in the Consolidated Statements of Financial Position</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Amounts of Recognized Assets (Liabilities)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Amounts Offset in the Consolidated Statements of Financial Position</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Amounts of Assets (Liabilities) Presented in the Consolidated Statements of Financial Position</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="23" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative assets</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commodity contracts</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>282</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(204</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>78</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>355</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(266</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>89</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>313</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(242</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>71</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>306</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(225</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>81</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Environmental &amp; Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>179</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(163</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>16</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>113</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(110</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange contracts</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total derivative assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>781</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(611</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>170</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>775</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(601</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>174</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative liabilities</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commodity contracts</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(278</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>204</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(74</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(351</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>266</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(85</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(317</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>242</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(298</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>225</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(73</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Environmental &amp; Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(149</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>163</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>14</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(121</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>110</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(11</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Interest rate contracts</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange contracts</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total derivative liabilities</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(746</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>611</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(135</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(770</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>601</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(169</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents net cash collateral offsetting arrangements for DTE Energy:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;padding-left:0px;text-indent:0px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:71%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash collateral recorded in Accounts receivable</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>10</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Cash collateral recorded in Accounts payable</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(3</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total net cash collateral posted (received)</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Amounts are recorded net by counterparty.</span></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table presents the netting offsets of Derivative assets and liabilities for DTE Energy:</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24"/></tr><tr><td style="width:23%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Amounts of Recognized Assets (Liabilities)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Amounts Offset in the Consolidated Statements of Financial Position</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Amounts of Assets (Liabilities) Presented in the Consolidated Statements of Financial Position</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Amounts of Recognized Assets (Liabilities)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross Amounts Offset in the Consolidated Statements of Financial Position</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Amounts of Assets (Liabilities) Presented in the Consolidated Statements of Financial Position</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="23" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative assets</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commodity contracts</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>282</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(204</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>78</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>355</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(266</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>89</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>313</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(242</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>71</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>306</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(225</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>81</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Environmental &amp; Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>179</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(163</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>16</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>113</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(110</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange contracts</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total derivative assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>781</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(611</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>170</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>775</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(601</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>174</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative liabilities</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commodity contracts</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(278</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>204</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(74</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(351</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>266</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(85</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(317</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>242</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(75</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(298</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>225</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(73</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Environmental &amp; Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(149</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>163</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>14</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(121</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>110</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(11</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Interest rate contracts</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange contracts</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(2</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>2</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total derivative liabilities</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(746</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>611</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(135</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(770</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>601</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(169</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 10000000 13000000 3000000 3000000 7000000 10000000 282000000 204000000 78000000 355000000 266000000 89000000 313000000 242000000 71000000 306000000 225000000 81000000 179000000 163000000 16000000 113000000 110000000 3000000 7000000 2000000 5000000 1000000 0 1000000 781000000 611000000 170000000 775000000 601000000 174000000 278000000 204000000 74000000 351000000 266000000 85000000 317000000 242000000 75000000 298000000 225000000 73000000 149000000 163000000 -14000000 121000000 110000000 11000000 0 0 0 0 0 0 2000000 2000000 0 0 0 0 746000000 611000000 135000000 770000000 601000000 169000000 <div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="32"/></tr><tr><td style="width:21%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivative Liabilities</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Noncurrent</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Noncurrent</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Noncurrent</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Noncurrent</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="31" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total fair value of derivatives</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>601</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>180</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(577</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(169</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>646</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>129</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(596</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(174</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Counterparty netting</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(489</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(122</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>489</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>122</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(513</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(88</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>513</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>88</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Collateral adjustment</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:normal;">Total derivatives as reported</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>112</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>58</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(88</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(47</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>133</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>41</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(83</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(86</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 601000000 180000000 577000000 169000000 646000000 129000000 596000000 174000000 489000000 122000000 489000000 122000000 513000000 88000000 513000000 88000000 0 0 0 0 0 0 0 0 112000000 58000000 88000000 47000000 133000000 41000000 83000000 86000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The effect of derivatives not designated as hedging instruments on DTE Energy's Consolidated Statements of Operations is as follows:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="11"/></tr><tr><td style="width:40%;"/><td style="width:1%;"/><td style="width:31%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Location of Gain (Loss) Recognized in Income on Derivatives</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:middle;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Gain (Loss) Recognized in Income on Derivatives for the Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commodity contracts</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Operating Revenues — Non-utility operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(11</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(15</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fuel, purchased power, and gas — non-utility</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>36</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>70</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Operating Revenues — Non-utility operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(49</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Environmental &amp; Other</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Operating Revenues — Non-utility operations</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>21</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange contracts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Operating Revenues — Non-utility operations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>5</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:normal;">Total</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>52</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> -11000000 -15000000 36000000 70000000 1000000 -49000000 21000000 1000000 5000000 -1000000 52000000 6000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following represents the cumulative gross volume of DTE Energy's derivative contracts outstanding as of </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:86%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Commodity</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Number of Units</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Natural gas (MMBtu)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,756,620,693</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electricity (MWh)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>36,261,221</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Foreign currency exchange (CAD)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>82,707,523</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Renewable Energy Certificates (MWh)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>11,761,761</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 1756620693 36261221 82707523 11761761 381000000 676000000 0 601000000 75000000 381000000 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">LONG-TERM DEBT</span><span style="font-family:inherit;font-size:10pt;font-weight:bold;"> </span><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Debt Issuances</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In </span><span style="font-family:inherit;font-size:10pt;">2020</span><span style="font-family:inherit;font-size:10pt;">, the following debt was issued:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:10%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:33%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Company</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Month</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Type</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Interest Rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Maturity Date</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">DTE Electric</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">February</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Mortgage Bonds</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2.25%</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2030</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>600</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">DTE Electric</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">February</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Mortgage Bonds</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2.95%</span></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2050</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,100</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Proceeds were used for the repayment of </span><span style="font-family:inherit;font-size:8pt;"><span>$300 million</span></span><span style="font-family:inherit;font-size:8pt;"> of DTE Electric's 2010 Series A </span><span style="font-family:inherit;font-size:8pt;"><span>4.89%</span></span><span style="font-family:inherit;font-size:8pt;"> Senior Notes due 2020, for the repayment of short-term borrowings, for capital expenditures, and for other general corporate purposes.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;padding-top:12px;text-align:left;vertical-align:bottom;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In March 2020, DTE Energy entered into a </span><span style="font-family:inherit;font-size:10pt;"><span>$200 million</span></span><span style="font-family:inherit;font-size:10pt;"> 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. </span><span style="font-family:inherit;font-size:10pt;"><span>No</span></span><span style="font-family:inherit;font-size:10pt;"> amounts have been drawn on the loan as of March 31, 2020. The loan will terminate in August 2020 if no amounts have been drawn. Other terms are consistent with DTE Energy’s unsecured revolving credit agreements. Refer to </span><span style="font-family:inherit;font-size:10pt;">Note 11</span><span style="font-family:inherit;font-size:10pt;"> to the Consolidated Financial Statements, "</span><span style="font-family:inherit;font-size:10pt;">Short-Term Credit Arrangements and Borrowings</span><span style="font-family:inherit;font-size:10pt;">," for additional information regarding the credit agreements.</span></div><div style="line-height:120%;padding-left:4px;padding-top:12px;text-align:left;vertical-align:bottom;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In April 2020, DTE Electric issued </span><span style="font-family:inherit;font-size:10pt;"><span>$600 million</span></span><span style="font-family:inherit;font-size:10pt;"> of </span><span style="font-family:inherit;font-size:10pt;"><span>2.625%</span></span><span style="font-family:inherit;font-size:10pt;"> Mortgage Bonds due 2031. Proceeds will be used for the repayment of </span><span style="font-family:inherit;font-size:10pt;"><span>$300 million</span></span><span style="font-family:inherit;font-size:10pt;"> of DTE Electric's 2010 Series B </span><span style="font-family:inherit;font-size:10pt;"><span>3.45%</span></span><span style="font-family:inherit;font-size:10pt;"> Senior Notes due 2020, for the repayment of </span><span style="font-family:inherit;font-size:10pt;"><span>$32 million</span></span><span style="font-family:inherit;font-size:10pt;"> of DTE Electric's 2008 Series KT Variable Rate Senior Notes due 2020, for the repayment of short-term borrowings, for capital expenditures, and for other general corporate purposes.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Debt Redemptions</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In </span><span style="font-family:inherit;font-size:10pt;">2020</span><span style="font-family:inherit;font-size:10pt;">, the following debt was redeemed:</span></div><div style="line-height:120%;padding-left:4px;padding-top:12px;text-align:center;vertical-align:bottom;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.41520467836257%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:10%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:33%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Company</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Month</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Type</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Interest Rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Maturity Date</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">DTE Electric</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">March</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Senior Notes</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>4.89%</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2020</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>300</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>300</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In </span><span style="font-family:inherit;font-size:10pt;">2020</span><span style="font-family:inherit;font-size:10pt;">, the following debt was issued:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:10%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:33%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Company</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Month</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Type</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Interest Rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Maturity Date</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">DTE Electric</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">February</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Mortgage Bonds</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2.25%</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2030</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>600</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">DTE Electric</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">February</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Mortgage Bonds</span><span style="font-family:inherit;font-size:8pt;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">(a)</sup></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2.95%</span></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2050</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,100</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">_______________________________________</span></div><div style="line-height:120%;vertical-align:bottom;font-size:8pt;padding-left:0px;"><span style="font-family:inherit;font-size:8pt;">(a)</span></div><div style="line-height:120%;vertical-align:bottom;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Proceeds were used for the repayment of </span><span style="font-family:inherit;font-size:8pt;"><span>$300 million</span></span><span style="font-family:inherit;font-size:8pt;"> of DTE Electric's 2010 Series A </span><span style="font-family:inherit;font-size:8pt;"><span>4.89%</span></span><span style="font-family:inherit;font-size:8pt;"> Senior Notes due 2020, for the repayment of short-term borrowings, for capital expenditures, and for other general corporate purposes.</span></div> 0.0225 600000000 0.0295 500000000 1100000000 300000000 0.0489 200000000 0 600000000 0.02625 300000000 0.0345 32000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In </span><span style="font-family:inherit;font-size:10pt;">2020</span><span style="font-family:inherit;font-size:10pt;">, the following debt was redeemed:</span></div><div style="line-height:120%;padding-left:4px;padding-top:12px;text-align:center;vertical-align:bottom;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.41520467836257%;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:10%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:33%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Company</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Month</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Type</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Interest Rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Maturity Date</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">DTE Electric</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">March</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Senior Notes</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>4.89%</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2020</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>300</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>300</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 0.0489 300000000 300000000 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS</span><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. In addition, DTE Energy entered into a </span><span style="font-family:inherit;font-size:10pt;"><span>$500 million</span></span><span style="font-family:inherit;font-size:10pt;"> unsecured term loan in March 2020 with terms consistent with the unsecured revolving credit agreements. DTE Energy has drawn the full </span><span style="font-family:inherit;font-size:10pt;"><span>$500 million</span></span><span style="font-family:inherit;font-size:10pt;"> available under this term loan, which expires in March 2021. DTE Energy also has other facilities to support letter of credit issuance.</span></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The agreements require DTE Energy, DTE Electric, and DTE Gas to maintain a total funded debt to capitalization ratio of no more than </span><span style="font-family:inherit;font-size:10pt;"><span>0.65</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, the total funded debt to total capitalization ratios for DTE Energy, DTE Electric, and DTE Gas were </span><span style="font-family:inherit;font-size:10pt;"><span>0.59</span></span><span style="font-family:inherit;font-size:10pt;"> to 1, </span><span style="font-family:inherit;font-size:10pt;"><span>0.53</span></span><span style="font-family:inherit;font-size:10pt;"> to 1, and </span><span style="font-family:inherit;font-size:10pt;"><span>0.47</span></span><span style="font-family:inherit;font-size:10pt;"> to 1, respectively, and were in compliance with this financial covenant.</span></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The availability under the facilities in place at </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> is shown in the following table:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:45%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Electric</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Unsecured letter of credit facility, expiring in February 2021</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>150</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>150</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Unsecured letter of credit facility, expiring in August 2021</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>110</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>110</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Unsecured term loan, expiring in March 2021</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Unsecured revolving credit facility, expiring April 2024</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,500</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>300</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2,300</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2,260</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>300</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3,060</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Amounts outstanding at March 31, 2020</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commercial paper issuances</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>107</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>71</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>181</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Letters of credit</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>231</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>231</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Unsecured term loan</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Revolver borrowings</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>300</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>150</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>450</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,138</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>71</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>153</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,362</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net availability at March 31, 2020</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,122</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>429</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>147</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,698</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In April 2020, DTE Electric entered into a </span><span style="font-family:inherit;font-size:10pt;"><span>$200 million</span></span><span style="font-family:inherit;font-size:10pt;"> unsecured term loan, of which DTE Electric has drawn the full </span><span style="font-family:inherit;font-size:10pt;"><span>$200 million</span></span><span style="font-family:inherit;font-size:10pt;"> available, and a </span><span style="font-family:inherit;font-size:10pt;"><span>$200 million</span></span><span style="font-family:inherit;font-size:10pt;"> unsecured term loan, of which </span><span style="font-family:inherit;font-size:10pt;"><span>no</span></span><span style="font-family:inherit;font-size:10pt;"> amount has been drawn. In addition, in April 2020, DTE Gas entered into a </span><span style="font-family:inherit;font-size:10pt;"><span>$100 million</span></span><span style="font-family:inherit;font-size:10pt;"> unsecured term loan, of which DTE Gas has drawn the full </span><span style="font-family:inherit;font-size:10pt;"><span>$100 million</span></span><span style="font-family:inherit;font-size:10pt;"> available. All three loans expire in April 2021 and have terms consistent with the unsecured revolving credit agreements.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy has </span><span style="font-family:inherit;font-size:10pt;"><span>$9 million</span></span><span style="font-family:inherit;font-size:10pt;"> of other outstanding letters of credit which are used for various corporate purposes and are not included in the facilities described above.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>$100 million</span></span><span style="font-family:inherit;font-size:10pt;"> with its clearing agent. The agreement, as amended, also allows for up to </span><span style="font-family:inherit;font-size:10pt;"><span>$50 million</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, the capacity under this facility was </span><span style="font-family:inherit;font-size:10pt;"><span>$150 million</span></span><span style="font-family:inherit;font-size:10pt;">. The amount outstanding under this agreement was </span><span style="font-family:inherit;font-size:10pt;"><span>$96 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$114 million</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, respectively, and was fully offset by the posted collateral.</span></div> 500000000 500000000 0.65 0.59 0.53 0.47 <div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The availability under the facilities in place at </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> is shown in the following table:</span></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:45%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Electric</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Gas</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Unsecured letter of credit facility, expiring in February 2021</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>150</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>150</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Unsecured letter of credit facility, expiring in August 2021</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>110</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>110</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Unsecured term loan, expiring in March 2021</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Unsecured revolving credit facility, expiring April 2024</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,500</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>300</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2,300</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2,260</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>300</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3,060</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Amounts outstanding at March 31, 2020</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Commercial paper issuances</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>107</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>71</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>181</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Letters of credit</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>231</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>231</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Unsecured term loan</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>500</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Revolver borrowings</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>300</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>150</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>450</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,138</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>71</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>153</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,362</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net availability at March 31, 2020</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,122</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>429</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>147</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,698</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 150000000 0 0 150000000 110000000 0 0 110000000 500000000 0 0 500000000 1500000000 500000000 300000000 2300000000 2260000000 500000000 300000000 3060000000 107000000 71000000 3000000 181000000 231000000 0 0 231000000 500000000 0 0 500000000 300000000 0 150000000 450000000 1138000000 71000000 153000000 1362000000 1122000000 429000000 147000000 1698000000 200000000 200000000 200000000 0 100000000 100000000 9000000 100000000 50000000 150000000 96000000 114000000 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">LEASES</span><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Lessor</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>$133 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The components of DTE Energy’s net investment in finance leases for remaining periods were as follows:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:84%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2021</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2022</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2023</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2024</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2025 and Thereafter</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>273</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total minimum future lease receipts</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>366</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Residual value of leased pipeline</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Less unearned income</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>208</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net investment in finance lease</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>177</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Less current portion</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>170</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest income recognized under finance leases was </span><span style="font-family:inherit;font-size:10pt;text-align:right;vertical-align:bottom;"><span>$4 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$1 million</span></span><span style="font-family:inherit;font-size:10pt;"> for the </span><span style="font-family:inherit;font-size:10pt;">three months ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy’s lease income associated with operating leases was as follows:</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fixed payments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Variable payments</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>23</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>27</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>39</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>44</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> <span style="font-family:inherit;font-size:10pt;font-weight:bold;">LEASES</span><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Lessor</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>$133 million</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The components of DTE Energy’s net investment in finance leases for remaining periods were as follows:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:84%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2021</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2022</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2023</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2024</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2025 and Thereafter</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>273</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total minimum future lease receipts</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>366</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Residual value of leased pipeline</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Less unearned income</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>208</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net investment in finance lease</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>177</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Less current portion</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>170</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest income recognized under finance leases was </span><span style="font-family:inherit;font-size:10pt;text-align:right;vertical-align:bottom;"><span>$4 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$1 million</span></span><span style="font-family:inherit;font-size:10pt;"> for the </span><span style="font-family:inherit;font-size:10pt;">three months ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy’s lease income associated with operating leases was as follows:</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fixed payments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Variable payments</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>23</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>27</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>39</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>44</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 133000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The components of DTE Energy’s net investment in finance leases for remaining periods were as follows:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="4"/></tr><tr><td style="width:84%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">DTE Energy</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31, 2020</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2021</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2022</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2023</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2024</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">2025 and Thereafter</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>273</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total minimum future lease receipts</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>366</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Residual value of leased pipeline</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>19</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Less unearned income</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>208</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net investment in finance lease</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>177</span></span></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Less current portion</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>170</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 17000000 19000000 19000000 19000000 19000000 273000000 366000000 19000000 208000000 177000000 7000000 170000000 4000000 1000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy’s lease income associated with operating leases was as follows:</span></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Fixed payments</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>16</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Variable payments</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>23</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>27</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>39</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>44</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 16000000 17000000 23000000 27000000 39000000 44000000 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">COMMITMENTS AND CONTINGENCIES</span><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Environmental</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">DTE Electric</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Air </span><span style="font-family:inherit;font-size:10pt;">— DTE Electric is subject to the EPA ozone and fine particulate transport and acid rain regulations that limit power plant emissions of SO</span><span style="font-family:inherit;font-size:10pt;"><sub style="vertical-align:bottom;line-height:120%;font-size:7pt">2</sub></span><span style="font-family:inherit;font-size:10pt;"> and NO</span><span style="font-family:inherit;font-size:10pt;"><sub style="vertical-align:bottom;line-height:120%;font-size:7pt">X</sub></span><span style="font-family:inherit;font-size:10pt;">. 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 SO</span><span style="font-family:inherit;font-size:10pt;"><sub style="vertical-align:bottom;line-height:120%;font-size:7pt">2</sub></span><span style="font-family:inherit;font-size:10pt;">, NO</span><span style="font-family:inherit;font-size:10pt;"><sub style="vertical-align:bottom;line-height:120%;font-size:7pt">X</sub></span><span style="font-family:inherit;font-size:10pt;">, mercury, and other emissions. Additional rulemakings may occur over the next few years which could require additional controls for SO</span><span style="font-family:inherit;font-size:10pt;"><sub style="vertical-align:bottom;line-height:120%;font-size:7pt">2</sub></span><span style="font-family:inherit;font-size:10pt;">, NO</span><span style="font-family:inherit;font-size:10pt;"><sub style="vertical-align:bottom;line-height:120%;font-size:7pt">X</sub></span><span style="font-family:inherit;font-size:10pt;">, and other hazardous air pollutants.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In July 2009, the Registrants received a NOV/FOV from the EPA alleging, among other things, that </span><span style="font-family:inherit;font-size:10pt;"><span>five</span></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. The proceedings at the District Court remain stayed until May 2020 while the parties discuss potential resolution of the matter.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>two</span></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>32%</span></span><span style="font-family:inherit;font-size:10pt;"> by the early </span><span style="font-family:inherit;font-size:10pt;">2020</span><span style="font-family:inherit;font-size:10pt;">s, </span><span style="font-family:inherit;font-size:10pt;"><span>50%</span></span><span style="font-family:inherit;font-size:10pt;"> by </span><span style="font-family:inherit;font-size:10pt;">2030</span><span style="font-family:inherit;font-size:10pt;">, and </span><span style="font-family:inherit;font-size:10pt;"><span>80%</span></span><span style="font-family:inherit;font-size:10pt;"> by </span><span style="font-family:inherit;font-size:10pt;">2040</span><span style="font-family:inherit;font-size:10pt;">, or its goal of net </span><span style="font-family:inherit;font-size:10pt;"><span>zero</span></span><span style="font-family:inherit;font-size:10pt;"> emissions for its electric utility operations by 2050, from the 2005 carbon emissions levels.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">To comply with air pollution requirements, DTE Electric spent approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$2.4 billion</span></span><span style="font-family:inherit;font-size:10pt;"> through </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">. DTE Electric does not anticipate additional capital expenditures for air pollution requirements through </span><span style="font-family:inherit;font-size:10pt;">2026</span><span style="font-family:inherit;font-size:10pt;">, subject to the results of future rulemakings.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Water </span><span style="font-family:inherit;font-size:10pt;">— 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 National Pollutant Discharge Elimination System (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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Contaminated and Other Sites </span><span style="font-family:inherit;font-size:10pt;">— 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 </span><span style="font-family:inherit;font-size:10pt;"><span>three</span></span><span style="font-family:inherit;font-size:10pt;"> former MGP sites. The investigations have revealed contamination related to the by-products of gas manufacturing at each MGP site. In addition to the MGP sites, DTE Electric is also in the process of cleaning up other contaminated sites, including the area surrounding an ash landfill, electrical distribution substations, electric generating power plants, and underground and aboveground storage tank locations. The findings of these investigations indicated that the estimated cost to remediate these sites is expected to be incurred over the next several years. At </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, DTE Electric had </span><span style="font-family:inherit;font-size:10pt;"><span>$8 million</span></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Coal Combustion Residuals and Effluent Limitations Guidelines </span><span style="font-family:inherit;font-size:10pt;">— 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 </span><span style="font-family:inherit;font-size:10pt;"><span>three</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$592 million</span></span><span style="font-family:inherit;font-size:10pt;"> of capital expenditures.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 will submit to the EPA for approval to fully regulate the CCR program in Michigan in lieu of a Federal permit program.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 National Pollutant Discharge Elimination System (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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 flue gas desulfurization (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 flue gas desulfurization 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">DTE Gas</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Contaminated and Other Sites </span><span style="font-family:inherit;font-size:10pt;">— DTE Gas owns or previously owned, </span><span style="font-family:inherit;font-size:10pt;"><span>14</span></span><span style="font-family:inherit;font-size:10pt;"> former MGP sites. Investigations have revealed contamination related to the by-products of gas manufacturing at each site. Cleanup of </span><span style="font-family:inherit;font-size:10pt;"><span>eight</span></span><span style="font-family:inherit;font-size:10pt;"> of the MGP sites is complete, and the sites are closed. DTE Gas has also completed partial closure of </span><span style="font-family:inherit;font-size:10pt;"><span>four</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, DTE Gas had </span><span style="font-family:inherit;font-size:10pt;"><span>$24</span></span><span style="font-family:inherit;font-size:10pt;"> million and </span><span style="font-family:inherit;font-size:10pt;"><span>$25</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;">ten</span><span style="font-family:inherit;font-size:10pt;">-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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Non-utility</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Other</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In 2010, the EPA finalized a new </span><span style="font-family:inherit;font-size:10pt;">one</span><span style="font-family:inherit;font-size:10pt;">-hour SO</span><span style="font-family:inherit;font-size:10pt;"><sub style="vertical-align:bottom;line-height:120%;font-size:7pt">2</sub></span><span style="font-family:inherit;font-size:10pt;"> ambient air quality standard that requires states to submit plans and associated timelines for non-attainment areas that demonstrate attainment with the new SO</span><span style="font-family:inherit;font-size:10pt;"><sub style="vertical-align:bottom;line-height:120%;font-size:7pt">2</sub></span><span style="font-family:inherit;font-size:10pt;"> standard in phases. Phase 1 addresses non-attainment areas designated based on ambient monitoring data. Phase 2 addresses non-attainment areas with large sources of SO</span><span style="font-family:inherit;font-size:10pt;"><sub style="vertical-align:bottom;line-height:120%;font-size:7pt">2</sub></span><span style="font-family:inherit;font-size:10pt;"> and modeled concentrations exceeding the National Ambient Air Quality Standards for SO</span><span style="font-family:inherit;font-size:10pt;"><sub style="vertical-align:bottom;line-height:120%;font-size:7pt">2</sub></span><span style="font-family:inherit;font-size:10pt;">. Phase 3 addresses smaller sources of SO</span><span style="font-family:inherit;font-size:10pt;"><sub style="vertical-align:bottom;line-height:120%;font-size:7pt">2</sub></span><span style="font-family:inherit;font-size:10pt;"> with modeled or monitored exceedances of the new SO</span><span style="font-family:inherit;font-size:10pt;"><sub style="vertical-align:bottom;line-height:120%;font-size:7pt">2</sub></span><span style="font-family:inherit;font-size:10pt;"> standard.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 SO</span><span style="font-family:inherit;font-size:10pt;"><sub style="vertical-align:bottom;line-height:120%;font-size:7pt">2</sub></span><span style="font-family:inherit;font-size:10pt;"> emissions in these areas, including DTE Electric power plants and DTE Energy's Michigan coke battery facility. As part of the state implementation plan (SIP) process, DTE Energy has worked with EGLE to develop air permits reflecting significant SO</span><span style="font-family:inherit;font-size:10pt;"><sub style="vertical-align:bottom;line-height:120%;font-size:7pt">2</sub></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Michigan's Phase 2 non-attainment area includes DTE Electric facilities in St. Clair County. State implementation plan submittal and EPA approval describing the control strategy and timeline for demonstrating compliance with the new SO</span><span style="font-family:inherit;font-size:10pt;"><sub style="vertical-align:bottom;line-height:120%;font-size:7pt">2</sub></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Synthetic Fuel Guarantees</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>90 days</span></span><span style="font-family:inherit;font-size:10pt;"> after expiration of all applicable statutes of limitations. DTE Energy estimates that its maximum potential liability under these guarantees at </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> was approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$400 million</span></span><span style="font-family:inherit;font-size:10pt;">. Payment under these guarantees are considered remote.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">REF Guarantees</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>90 days</span></span><span style="font-family:inherit;font-size:10pt;"> after expiration of all applicable statutes of limitations. DTE Energy estimates that its maximum potential liability under these guarantees at </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;"><span>$547 million</span></span><span style="font-family:inherit;font-size:10pt;">. Payments under these guarantees are considered remote.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">NEXUS Guarantees</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NEXUS is party to certain </span><span style="font-family:inherit;font-size:10pt;"><span>15</span></span><span style="font-family:inherit;font-size:10pt;">-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 </span><span style="font-family:inherit;font-size:10pt;"><span>$226 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$360 million</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, respectively; each representing </span><span style="font-family:inherit;font-size:10pt;"><span>50%</span></span><span style="font-family:inherit;font-size:10pt;"> 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) </span><span style="font-family:inherit;font-size:10pt;"><span>two months</span></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NEXUS is also party to certain </span><span style="font-family:inherit;font-size:10pt;"><span>15</span></span><span style="font-family:inherit;font-size:10pt;">-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 </span><span style="font-family:inherit;font-size:10pt;"><span>$7 million</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, representing </span><span style="font-family:inherit;font-size:10pt;"><span>50%</span></span><span style="font-family:inherit;font-size:10pt;"> 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) </span><span style="font-family:inherit;font-size:10pt;"><span>15</span></span><span style="font-family:inherit;font-size:10pt;"> years from the date DTE Energy entered into the guarantee.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Other Guarantees</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>$56 million</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">. Payments under these guarantees are considered remote.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy is periodically required to obtain performance surety bonds in support of obligations to various governmental entities and other companies in connection with its operations. As of </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, DTE Energy had </span><span style="font-family:inherit;font-size:10pt;"><span>$122 million</span></span><span style="font-family:inherit;font-size:10pt;"> of performance bonds outstanding. In the event that such bonds are called for nonperformance, DTE Energy would be obligated to reimburse the issuer of the performance bond. DTE Energy is released from the performance bonds as the contractual performance is completed and does not believe that a material amount of any currently outstanding performance bonds will be called.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Vector Line of Credit</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In July 2019, DTE Energy, as lender, entered into a revolving term credit facility with Vector, as borrower, in the amount of </span><span style="font-family:inherit;font-size:10pt;"><span>C$70 million</span></span><span style="font-family:inherit;font-size:10pt;">. 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 </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> is </span><span style="font-family:inherit;font-size:10pt;"><span>$49 million</span></span><span style="font-family:inherit;font-size:10pt;">. The funding of a loan under the terms of the credit facility is considered remote.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Labor Contracts</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">There are several bargaining units for DTE Energy subsidiaries' approximate </span><span style="font-family:inherit;font-size:10pt;"><span>5,300</span></span><span style="font-family:inherit;font-size:10pt;"> represented employees, including DTE Electric's approximate </span><span style="font-family:inherit;font-size:10pt;"><span>2,900</span></span><span style="font-family:inherit;font-size:10pt;"> represented employees. The majority of the represented employees are under contracts that expire in 2021 and 2022.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Purchase Commitments</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Utility capital expenditures, expenditures for non-utility businesses, and contributions to equity method investees will be approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$4.5 billion</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$2.6 billion</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2020</span><span style="font-family:inherit;font-size:10pt;"> for DTE Energy and DTE Electric, respectively. The Registrants have made certain commitments in connection with the estimated </span><span style="font-family:inherit;font-size:10pt;">2020</span><span style="font-family:inherit;font-size:10pt;"> annual capital expenditures and contributions to equity method investees.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Bankruptcies</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy's Power and Industrial Projects segment holds ownership interests in, and operates, </span><span style="font-family:inherit;font-size:10pt;"><span>five</span></span><span style="font-family:inherit;font-size:10pt;"> generating plants that sell electric output from renewable sources under long-term power purchase agreements with PG&amp;E. PG&amp;E filed for Chapter 11 bankruptcy protection on January 29, 2019. As of </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, PG&amp;Es account is substantially current and outstanding accounts receivable from PG&amp;E are not material. Therefore, DTE Energy determined no reserve was necessary.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">, the book value of long-lived assets and operating lease right-of-use assets used in producing electric output for sale to PG&amp;E was approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$100 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$7</span></span><span style="font-family:inherit;font-size:10pt;"> million, respectively. The Power and Industrial Projects segment also has equity investments, including a note receivable, of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$69 million</span></span><span style="font-family:inherit;font-size:10pt;"> in entities that sell power to PG&amp;E. In January 2019, following the bankruptcy filing, DTE Energy performed an impairment analysis on its long-lived assets. Based on its undiscounted cash flow projections, DTE Energy determined it did </span><span style="font-family:inherit;font-size:10pt;"><span>no</span></span><span style="font-family:inherit;font-size:10pt;">t have an impairment loss as of December 31, 2018. DTE Energy also determined there was </span><span style="font-family:inherit;font-size:10pt;"><span>no</span></span><span style="font-family:inherit;font-size:10pt;">t an other-than-temporary decline in its equity investments. DTE has not identified subsequent facts or circumstances that would cause a change to these conclusions through </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;">. DTE Energy's assumptions and conclusions may change, and it could have impairment losses if any of the terms of the contracts are not honored by PG&amp;E or the contracts are rejected through the bankruptcy process.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">COVID-19 Pandemic</span></div><div style="line-height:120%;padding-left:4px;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 operating costs, customer demand, and recoverability of assets that could materially impact the Registrants financial results. At this time, the Registrants cannot predict the ultimate impact of these factors to our Consolidated Financial Statements, as future developments involving the severity of COVID-19, actions to contain or treat its impact, and the extent to which normal economic and operating conditions can resume are highly uncertain.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:16px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Other Contingencies</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">For a discussion of contingencies related to regulatory matters and derivatives, see </span><span style="font-family:inherit;font-size:10pt;">Notes 6 and 9</span><span style="font-family:inherit;font-size:10pt;"> to the Consolidated Financial Statements, "</span><span style="font-family:inherit;font-size:10pt;">Regulatory Matters</span><span style="font-family:inherit;font-size:10pt;">" and "</span><span style="font-family:inherit;font-size:10pt;">Financial and Other Derivative Instruments</span><span style="font-family:inherit;font-size:10pt;">," respectively.</span></div> 5 2 0.32 0.50 0.80 0 2400000000 3 8000000 3 592000000 14 8 4 24000000 25000000 P90D 400000000 P90D 547000000 P15Y 226000000 360000000 0.50 P2M P15Y 7000000 0.50 P15Y 56000000 122000000 70000000 49000000 5300 2900 4500000000 2600000000 5 100000000 7000000 69000000 0 0 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">RETIREMENT BENEFITS AND TRUSTEED ASSETS</span><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following tables detail the components of net periodic benefit costs (credits) for pension benefits and other postretirement benefits for DTE Energy:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:45%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Pension Benefits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other Postretirement Benefits</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Service cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>25</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>6</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Interest cost</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>46</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>55</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>14</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>18</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Expected return on plan assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(83</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(81</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(32</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Amortization of:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net actuarial loss</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>43</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>5</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Prior service credit</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net periodic benefit cost (credit)</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>31</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>27</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(12</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(7</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 nonqualified 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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy's subsidiaries are responsible for their share of qualified and nonqualified pension benefit costs. DTE Electric's allocated portion of pension benefit costs included in capital expenditures and operating and maintenance expense were </span><span style="font-family:inherit;font-size:10pt;"><span>$26 million</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$23 million</span></span><span style="font-family:inherit;font-size:10pt;"> for the </span><span style="font-family:inherit;font-size:10pt;">three months ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">March 31, 2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, respectively. These amounts include recognized contractual termination benefit charges, curtailment gains, and settlement charges.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following tables detail the components of net periodic benefit costs (credits) for other postretirement benefits for DTE Electric:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other Postretirement Benefits</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Service cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>5</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Interest cost</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Expected return on plan assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(22</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(21</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Amortization of:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net actuarial loss</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Prior service credit</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net periodic benefit credit</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(7</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(4</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At the discretion of management, and depending upon economic and financial market conditions, DTE Energy anticipates making up to </span><span style="font-family:inherit;font-size:10pt;"><span>$185 million</span></span><span style="font-family:inherit;font-size:10pt;"> in contributions to the qualified pension plans during 2020, including </span><span style="font-family:inherit;font-size:10pt;"><span>$160 million</span></span><span style="font-family:inherit;font-size:10pt;"> of DTE Electric contributions. DTE Energy does </span><span style="font-family:inherit;font-size:10pt;"><span>no</span></span><span style="font-family:inherit;font-size:10pt;">t anticipate making any contributions to its other postretirement benefit plans in 2020.</span></div> 25000000 21000000 6000000 5000000 46000000 55000000 14000000 18000000 83000000 81000000 32000000 31000000 -43000000 -32000000 -5000000 -3000000 0 0 -5000000 -2000000 31000000 27000000 -12000000 -7000000 26000000 23000000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following tables detail the components of net periodic benefit costs (credits) for other postretirement benefits for DTE Electric:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other Postretirement Benefits</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Service cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>5</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Interest cost</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>13</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Expected return on plan assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(22</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(21</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Amortization of:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net actuarial loss</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Prior service credit</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net periodic benefit credit</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(7</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(4</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following tables detail the components of net periodic benefit costs (credits) for pension benefits and other postretirement benefits for DTE Energy:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:45%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Pension Benefits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Other Postretirement Benefits</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="15" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Service cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>25</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>21</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>6</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>5</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Interest cost</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>46</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>55</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>14</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>18</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Expected return on plan assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(83</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(81</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(32</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(31</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Amortization of:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net actuarial loss</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>43</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>5</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Prior service credit</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(5</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net periodic benefit cost (credit)</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>31</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>27</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(12</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(7</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr></table></div></div> 5000000 4000000 11000000 13000000 22000000 21000000 -3000000 -1000000 -4000000 -1000000 -7000000 -4000000 185000000 160000000 0 <span style="font-family:inherit;font-size:10pt;font-weight:bold;">SEGMENT AND RELATED INFORMATION</span><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">DTE Energy sets strategic goals, allocates resources, and evaluates performance based on the following structure:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Electric </span><span style="font-family:inherit;font-size:10pt;">segment consists principally of DTE Electric, which is engaged in the generation, purchase, distribution, and sale of electricity to approximately </span><span style="font-family:inherit;font-size:10pt;"><span>2.2 million</span></span><span style="font-family:inherit;font-size:10pt;"> residential, commercial, and industrial customers in southeastern Michigan.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Gas </span><span style="font-family:inherit;font-size:10pt;">segment consists principally of DTE Gas, which is engaged in the purchase, storage, transportation, distribution, and sale of natural gas to approximately </span><span style="font-family:inherit;font-size:10pt;"><span>1.3 million</span></span><span style="font-family:inherit;font-size:10pt;"> residential, commercial, and industrial customers throughout Michigan and the sale of storage and transportation capacity.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Gas Storage and Pipelines</span><span style="font-family:inherit;font-size:10pt;"> is primarily engaged in services related to the gathering, transportation, and storage of natural gas.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Power and Industrial Projects </span><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Energy Trading</span><span style="font-family:inherit;font-size:10pt;"> consists of energy marketing and trading operations.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Corporate and Other </span><span style="font-family:inherit;font-size:10pt;">includes various holding company activities, holds certain non-utility debt, and holds energy-related investments.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electric</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>15</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>14</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas Storage and Pipelines</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Power and Industrial Projects</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>94</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>145</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Energy Trading</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>6</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Corporate and Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>124</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>172</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Financial data of DTE Energy's business segments follows:</span></div><div style="line-height:120%;padding-left:4px;padding-top:12px;text-align:left;vertical-align:bottom;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Operating Revenues — Utility operations</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electric</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,212</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,235</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>540</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>645</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Operating Revenues — Non-utility operations</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electric</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas Storage and Pipelines</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>170</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>116</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Power and Industrial Projects</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>307</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>388</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Energy Trading</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>913</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,301</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Corporate and Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Reconciliation and Eliminations</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(124</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(172</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>3,022</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3,514</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;padding-top:12px;text-align:left;vertical-align:bottom;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Income (Loss) Attributable to DTE Energy by Segment:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electric</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>94</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>147</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>121</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>151</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas Storage and Pipelines</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>72</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>48</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Power and Industrial Projects</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>30</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Energy Trading</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>34</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Corporate and Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(11</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Income Attributable to DTE Energy Company</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>340</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>401</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 2200000 1300000 <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div> <div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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:</span></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electric</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>15</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>14</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas Storage and Pipelines</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Power and Industrial Projects</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>94</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>145</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Energy Trading</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>6</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>7</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Corporate and Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>124</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>172</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Financial data of DTE Energy's business segments follows:</span></div><div style="line-height:120%;padding-left:4px;padding-top:12px;text-align:left;vertical-align:bottom;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Operating Revenues — Utility operations</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electric</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>1,212</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,235</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>540</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>645</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Operating Revenues — Non-utility operations</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electric</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas Storage and Pipelines</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>170</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>116</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Power and Industrial Projects</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>307</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>388</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Energy Trading</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>913</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1,301</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Corporate and Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Reconciliation and Eliminations</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(124</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(172</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>3,022</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>3,514</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-left:4px;padding-top:12px;text-align:left;vertical-align:bottom;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Three Months Ended March 31,</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">(In millions)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">Net Income (Loss) Attributable to DTE Energy by Segment:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Electric</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>94</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>147</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>121</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>151</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Gas Storage and Pipelines</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>72</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>48</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Power and Industrial Projects</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>30</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>26</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Energy Trading</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>34</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Corporate and Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>(11</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">)</span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>(3</span></span></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">Net Income Attributable to DTE Energy Company</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;font-weight:bold;"><span>340</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><span>401</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> -15000000 -14000000 -4000000 -2000000 -4000000 -3000000 -94000000 -145000000 -6000000 -7000000 -1000000 -1000000 -124000000 -172000000 1212000000 1235000000 540000000 645000000 4000000 0 170000000 116000000 307000000 388000000 913000000 1301000000 0 1000000 -124000000 -172000000 3022000000 3514000000 94000000 147000000 121000000 151000000 72000000 48000000 30000000 26000000 34000000 32000000 -11000000 -3000000 340000000 401000000 XML 100 R85.htm IDEA: XBRL DOCUMENT v3.20.1
Segment and Related Information (Financial Data - Operating Revenues including Inter-segment Revenues) (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues — Utility operations $ 1,733 $ 1,864
Operating Revenues — Non-utility operations 1,289 1,650
Operating Revenues 3,022 3,514
Reconciliation and Eliminations    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues — Non-utility operations (124) (172)
Operating Revenues (124) (172)
Electric    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues 1,216 1,235
Electric | Operating segments    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues — Utility operations 1,212 1,235
Operating Revenues — Non-utility operations 4 0
Electric | Reconciliation and Eliminations    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues (15) (14)
Gas    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues 540 645
Gas | Operating segments    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues — Utility operations 540 645
Gas | Reconciliation and Eliminations    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues (4) (2)
Gas Storage and Pipelines    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues 170 116
Gas Storage and Pipelines | Operating segments    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues — Non-utility operations 170 116
Gas Storage and Pipelines | Reconciliation and Eliminations    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues (4) (3)
Power and Industrial Projects    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues 307 388
Power and Industrial Projects | Operating segments    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues — Non-utility operations 307 388
Power and Industrial Projects | Reconciliation and Eliminations    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues (94) (145)
Energy Trading    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues 913 1,301
Energy Trading | Operating segments    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues — Non-utility operations 913 1,301
Energy Trading | Reconciliation and Eliminations    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues (6) (7)
Corporate and Other | Operating segments    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues — Non-utility operations 0 1
Corporate and Other | Reconciliation and Eliminations    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Operating Revenues $ (1) $ (1)
XML 101 R75.htm IDEA: XBRL DOCUMENT v3.20.1
Short-Term Credit Arrangements and Borrowings (Details Textuals)
Apr. 28, 2020
USD ($)
Mar. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Short-term Debt [Line Items]      
Face amount of loan   $ 1,100,000,000  
Amounts outstanding   1,362,000,000  
Unsecured term loan      
Short-term Debt [Line Items]      
Amounts outstanding   500,000,000  
Letters of credit      
Short-term Debt [Line Items]      
Amounts outstanding   231,000,000  
Unsecured Term Loan Executed in March 2020 | Unsecured term loan      
Short-term Debt [Line Items]      
Face amount of loan   500,000,000  
Amount drawn   500,000,000  
DTE Electric      
Short-term Debt [Line Items]      
Amounts outstanding   $ 71,000,000  
Ratio of indebtedness to net capital   0.53  
DTE Electric | Unsecured term loan      
Short-term Debt [Line Items]      
Amounts outstanding   $ 0  
DTE Electric | Letters of credit      
Short-term Debt [Line Items]      
Amounts outstanding   0  
DTE Electric | Unsecured Term Loan, Expiring April 2021, Funded | Unsecured term loan | Subsequent Event      
Short-term Debt [Line Items]      
Face amount of loan $ 200,000,000    
Amount drawn 200,000,000    
DTE Electric | Unsecured Term Loan, Expiring April 2021, Unfunded | Unsecured term loan | Subsequent Event      
Short-term Debt [Line Items]      
Face amount of loan 200,000,000    
Amount drawn 0    
DTE Gas      
Short-term Debt [Line Items]      
Amounts outstanding   $ 153,000,000  
Ratio of indebtedness to net capital   0.47  
DTE Gas | Unsecured term loan      
Short-term Debt [Line Items]      
Amounts outstanding   $ 0  
DTE Gas | Letters of credit      
Short-term Debt [Line Items]      
Amounts outstanding   0  
DTE Gas | Unsecured Term Loan, Expiring April 2021 | Unsecured term loan | Subsequent Event      
Short-term Debt [Line Items]      
Face amount of loan 100,000,000    
Amount drawn $ 100,000,000    
DTE Energy      
Short-term Debt [Line Items]      
Amounts outstanding   $ 1,138,000,000  
Ratio of indebtedness to net capital   0.59  
DTE Energy | Unsecured term loan      
Short-term Debt [Line Items]      
Amounts outstanding   $ 500,000,000  
DTE Energy | Letters of credit      
Short-term Debt [Line Items]      
Amounts outstanding   231,000,000  
DTE Energy | Demand financing agreement      
Short-term Debt [Line Items]      
Maximum borrowing capacity, financing agreement   100,000,000  
Maximum additional margin financing   50,000,000  
Amount outstanding   96,000,000 $ 114,000,000
DTE Energy | Demand financing agreement plus letter of credit      
Short-term Debt [Line Items]      
Maximum borrowing capacity, financing agreement   150,000,000  
DTE Energy | Other outstanding letters of credit | Letters of credit      
Short-term Debt [Line Items]      
Amounts outstanding   $ 9,000,000  
Maximum      
Short-term Debt [Line Items]      
Ratio of indebtedness to net capital   0.65  
XML 102 R71.htm IDEA: XBRL DOCUMENT v3.20.1
Financial and Other Derivative Instruments (Cumulative Gross Volume of Derivative Contracts Outstanding) (Details)
 3 Months Ended
Mar. 31, 2020
CAD ($)
MWh
MMBTU
Natural gas (MMBtu)  
Derivative [Line Items]  
Commodity, energy measures | MMBTU 1,756,620,693
Electricity (MWh)  
Derivative [Line Items]  
Commodity, energy measures 36,261,221
Foreign currency exchange (CAD)  
Derivative [Line Items]  
Commodity, monetary measure | $ $ 82,707,523
Renewable Energy Certificates (MWh)  
Derivative [Line Items]  
Commodity, energy measures 11,761,761
XML 103 R81.htm IDEA: XBRL DOCUMENT v3.20.1
Retirement Benefits and Trusteed Assets (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Pension Benefits    
Defined Benefit Plan Disclosure [Line Items]    
Service cost $ 25 $ 21
Interest cost 46 55
Expected return on plan assets (83) (81)
Amortization of net actuarial loss 43 32
Amortization of prior service credit 0 0
Net periodic benefit cost (credit) 31 27
Other Postretirement Benefits    
Defined Benefit Plan Disclosure [Line Items]    
Service cost 6 5
Interest cost 14 18
Expected return on plan assets (32) (31)
Amortization of net actuarial loss 5 3
Amortization of prior service credit (5) (2)
Net periodic benefit cost (credit) (12) (7)
Other Postretirement Benefits | DTE Electric    
Defined Benefit Plan Disclosure [Line Items]    
Service cost 5 4
Interest cost 11 13
Expected return on plan assets (22) (21)
Amortization of net actuarial loss 3 1
Amortization of prior service credit (4) (1)
Net periodic benefit cost (credit) $ (7) $ (4)
XML 104 R10.htm IDEA: XBRL DOCUMENT v3.20.1
Organization and Basis of Presentation
 3 Months Ended
Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation 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.
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.
Certain prior year balances for the Registrants were reclassified to match the current year's Consolidated Financial Statements presentation.
Principles of Consolidation
The Registrants consolidate all majority-owned subsidiaries and investments in entities in which they have controlling influence. Non-majority owned investments are accounted for using the equity method when the Registrants are able to significantly influence the operating policies of the investee. When the Registrants do not influence the operating policies of an investee, the cost method is used. These Consolidated Financial Statements also reflect the Registrants' proportionate interests in certain jointly-owned utility plants. The Registrants eliminate all intercompany balances and transactions.
The Registrants evaluate whether an entity is a VIE whenever reconsideration events occur. The Registrants consolidate VIEs for which they are the primary beneficiary. If a Registrant is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity method of accounting. When assessing the determination of the primary beneficiary, a Registrant considers all relevant facts and circumstances, including: the power, through voting or similar rights, to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE. The Registrants perform ongoing reassessments of all VIEs to determine if the primary beneficiary status has changed.
Legal entities within DTE Energy's Power and Industrial Projects segment enter into long-term contractual arrangements with customers to supply energy-related products or services. The entities are generally designed to pass-through the commodity risk associated with these contracts to the customers, with DTE Energy retaining operational and customer default risk. These entities generally are VIEs and consolidated when DTE Energy is the primary beneficiary. In addition, DTE Energy has interests in certain VIEs through which control of all significant activities is shared with partners, and therefore are 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.
DTE Energy has variable interests in VIEs through certain of its long-term purchase and sale contracts. DTE Electric has variable interests in VIEs through certain of its long-term purchase contracts. As of March 31, 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 March 31, 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 March 31, 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:
 
March 31, 2020
 
December 31, 2019
 
SGG(a)
 
Other
 
Total
 
SGG(a)
 
Other
 
Total
 
(In millions)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
20

 
$
13

 
$
33

 
$
16

 
$
11

 
$
27

Accounts receivable
7

 
19

 
26

 
8

 
19

 
27

Inventories
—

 
101

 
101

 
—

 
74

 
74

Property, plant, and equipment, net
408

 
31

 
439

 
410

 
33

 
443

Goodwill
25

 
—

 
25

 
25

 
—

 
25

Intangible assets
538

 
—

 
538

 
542

 
—

 
542

Other current and long-term assets
2

 
—

 
2

 
2

 
—

 
2

 
$
1,000

 
$
164

 
$
1,164

 
$
1,003

 
$
137

 
$
1,140

 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued current liabilities
$
1

 
$
14

 
$
15

 
$
2

 
$
13

 
$
15

Other current and long-term liabilities
6

 
7

 
13

 
7

 
7

 
14

 
$
7

 
$
21

 
$
28

 
$
9

 
$
20

 
$
29

_____________________________________
(a)Amounts shown are 100% of SGG's assets and liabilities, of which DTE Energy owns 85% at March 31, 2020 and December 31, 2019.
Amounts for DTE Energy's non-consolidated VIEs are as follows:
 
March 31, 2020
 
December 31, 2019
 
(In millions)
Investments in equity method investees
$
1,510

 
$
1,503

Notes receivable
$
28

 
$
21

Future funding commitments
$
33

 
$
63
XML 105 R14.htm IDEA: XBRL DOCUMENT v3.20.1
Revenue
 3 Months Ended
Mar. 31, 2020
Revenue from Contract with Customer [Abstract]  
Revenue REVENUE
Disaggregation of Revenue
The following is a summary of revenues disaggregated by segment for DTE Energy:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Electric(a)
 
 
 
Residential
$
599

 
$
553

Commercial
426

 
421

Industrial
156

 
163

Other(b)
35

 
98

Total Electric operating revenues(c)
$
1,216

 
$
1,235

 
 
 
 
Gas
 
 
 
Gas sales
$
394

 
$
477

End User Transportation
77

 
81

Intermediate Transportation
26

 
26

Other(b)
43

 
61

Total Gas operating revenues(d)
$
540

 
$
645

 
 
 
 
Other segment operating revenues
 
 
 
Gas Storage and Pipelines(e)
$
170

 
$
116

Power and Industrial Projects(f)
$
307

 
$
388

Energy Trading(g)
$
913

 
$
1,301

_______________________________________
(a)
Revenues under the Electric segment include $1,212 million related to DTE Electric and $4 million of Other revenues related to DTE Sustainable Generation.
(b)
Includes revenue adjustments related to various regulatory mechanisms.
(c)
Includes $4 million of other revenues outside the scope of Topic 606 for the three months ended March 31, 2020 and 2019.
(d)
Includes $2 million under Alternative Revenue Programs and $2 million of other revenues, which are outside the scope of Topic 606 for the three months ended March 31, 2020 and includes $3 million under Alternative Revenue Programs and $2 million of other revenues, which are both outside the scope of Topic 606 for the three months ended March 31, 2019.
(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 March 31, 2020 and 2019.
(f)
Includes revenues outside the scope of Topic 606 primarily related to $27 million and $31 million of contracts accounted for as leases for the three months ended March 31, 2020 and 2019, respectively.
(g)
Includes revenues outside the scope of Topic 606 primarily related to $637 million and $926 million of derivatives for the three months ended March 31, 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
17

Revenue recognized that was included in the deferred revenue balance at the beginning of the period
(9
)
Ending Balance, March 31, 2020
$
83


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.
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
$
6

2021
50

2022
7

2023
3

2024
6

2025 and thereafter
11

 
$
83


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 cancelable 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
$
186

 
$
6

2021
329

 
7

2022
272

 
7

2023
207

 
7

2024
135

 
7

2025 and thereafter
566

 
1

 
$
1,695

 
$
35
XML 106 R18.htm IDEA: XBRL DOCUMENT v3.20.1
Financial and Other Derivative Instruments
 3 Months Ended
Mar. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Financial and Other Derivative Instruments 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, buys and sells transportation capacity, and sells 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. DTE Gas may also sell forward transportation and storage capacity contracts. Forward transportation and storage contracts are generally not derivatives and are therefore accounted for under the accrual method.
Gas Storage and Pipelines — This segment is primarily engaged in services related to the gathering, transportation, and storage of natural gas. Primarily fixed-priced contracts are used in the marketing and management of transportation and storage services. Generally, these contracts are not derivatives and are therefore accounted for under the accrual method.
Power and Industrial Projects — This segment manages and operates energy and pulverized coal projects, a coke battery, reduced emissions fuel projects, 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.
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 March 31, 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.
The following table presents the fair value of derivative instruments for DTE Energy:
 
March 31, 2020
 
December 31, 2019
 
Derivative
Assets
 
Derivative Liabilities
 
Derivative
Assets
 
Derivative Liabilities
 
(In millions)
Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
Commodity contracts
 
 
 
 
 
 
 
Natural gas
$
282

 
$
(278
)
 
$
355

 
$
(351
)
Electricity
313

 
(317
)
 
306

 
(298
)
Environmental & Other
179

 
(149
)
 
113

 
(121
)
Foreign currency exchange contracts
7

 
(2
)
 
1

 
—

Total derivatives not designated as hedging instruments
$
781

 
$
(746
)
 
$
775

 
$
(770
)
 
 
 
 
 
 
 
 
Current
$
601

 
$
(577
)
 
$
646

 
$
(596
)
Noncurrent
180

 
(169
)
 
129

 
(174
)
Total derivatives
$
781

 
$
(746
)
 
$
775

 
$
(770
)

The following table presents the fair value of derivative instruments for DTE Electric:
 
March 31, 2020
 
December 31, 2019
 
(In millions)
FTRs — Other current assets
$
1

 
$
3

Total derivatives not designated as hedging instruments
$
1

 
$
3


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 $9 million and $4 million outstanding at March 31, 2020 and December 31, 2019, respectively, 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 $5 million and $8 million at March 31, 2020 and December 31, 2019, respectively. Such balances of letters of credit are excluded from the tables below and are not netted with the recognized assets and liabilities in DTE Energy's Consolidated Statements of Financial Position.
For contracts with certain clearing agents, the fair value of derivative instruments is netted against realized positions with the net balance reflected as either 1) a Derivative asset or liability or 2) an Account receivable or payable. Other than certain clearing agents, Accounts receivable and Accounts payable that are subject to netting arrangements have not been offset against the fair value of Derivative assets and liabilities.
The following table presents net cash collateral offsetting arrangements for DTE Energy:
 
March 31, 2020
 
December 31, 2019
 
(In millions)
Cash collateral recorded in Accounts receivable(a)
$
10

 
$
13

Cash collateral recorded in Accounts payable(a)
(3
)
 
(3
)
Total net cash collateral posted (received)
$
7

 
$
10

_______________________________________
(a)
Amounts are recorded net by counterparty.
The following table presents the netting offsets of Derivative assets and liabilities for DTE Energy:
 
March 31, 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
$
282

 
$
(204
)
 
$
78

 
$
355

 
$
(266
)
 
$
89

Electricity
313

 
(242
)
 
71

 
306

 
(225
)
 
81

Environmental & Other
179

 
(163
)
 
16

 
113

 
(110
)
 
3

Foreign currency exchange contracts
7

 
(2
)
 
5

 
1

 
—

 
1

Total derivative assets
$
781

 
$
(611
)
 
$
170

 
$
775

 
$
(601
)
 
$
174

 
 
 
 
 
 
 
 
 
 
 
 
Derivative liabilities
 
 
 
 
 
 
 
 
 
 
 
Commodity contracts
 
 
 
 
 
 
 
 
 
 
 
Natural gas
$
(278
)
 
$
204

 
$
(74
)
 
$
(351
)
 
$
266

 
$
(85
)
Electricity
(317
)
 
242

 
(75
)
 
(298
)
 
225

 
(73
)
Environmental & Other
(149
)
 
163

 
14

 
(121
)
 
110

 
(11
)
Interest rate contracts
—

 
—

 
—

 
—

 
—

 
—

Foreign currency exchange contracts
(2
)
 
2

 
—

 
—

 
—

 
—

Total derivative liabilities
$
(746
)
 
$
611

 
$
(135
)
 
$
(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:
 
March 31, 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
$
601

 
$
180

 
$
(577
)
 
$
(169
)
 
$
646

 
$
129

 
$
(596
)
 
$
(174
)
Counterparty netting
(489
)
 
(122
)
 
489

 
122

 
(513
)
 
(88
)
 
513

 
88

Collateral adjustment
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total derivatives as reported
$
112

 
$
58

 
$
(88
)
 
$
(47
)
 
$
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 March 31,
 
 
2020
 
2019
 
 
 
 
(In millions)
Commodity contracts
 
 
 
 
Natural gas
 
Operating Revenues — Non-utility operations
 
$
(11
)
 
$
(15
)
Natural gas
 
Fuel, purchased power, and gas — non-utility
 
36

 
70

Electricity
 
Operating Revenues — Non-utility operations
 
1

 
(49
)
Environmental & Other
 
Operating Revenues — Non-utility operations
 
21

 
1

Foreign currency exchange contracts
 
Operating Revenues — Non-utility operations
 
5

 
(1
)
Total
 
 
 
$
52

 
$
6


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 March 31, 2020:
Commodity
 
Number of Units
Natural gas (MMBtu)
 
1,756,620,693

Electricity (MWh)
 
36,261,221

Foreign currency exchange (CAD)
 
82,707,523

Renewable Energy Certificates (MWh)
 
11,761,761


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 March 31, 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 $381 million.
As of March 31, 2020, DTE Energy had $676 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 $601 million. The net remaining amount of $75 million is derived from the $381 million noted above.
XML 107 R37.htm IDEA: XBRL DOCUMENT v3.20.1
Segment and Related Information (Tables)
 3 Months Ended
Mar. 31, 2020
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
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 March 31,
 
2020
 
2019
 
(In millions)
Electric
$
15

 
$
14

Gas
4

 
2

Gas Storage and Pipelines
4

 
3

Power and Industrial Projects
94

 
145

Energy Trading
6

 
7

Corporate and Other
1

 
1

 
$
124

 
$
172


Financial data of DTE Energy's business segments follows:
 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Operating Revenues — Utility operations
 
 
 
Electric
$
1,212

 
$
1,235

Gas
540

 
645

Operating Revenues — Non-utility operations
 
 
 
Electric
4

 
—

Gas Storage and Pipelines
170

 
116

Power and Industrial Projects
307

 
388

Energy Trading
913

 
1,301

Corporate and Other
—

 
1

Reconciliation and Eliminations
(124
)
 
(172
)
Total
$
3,022

 
$
3,514


 
Three Months Ended March 31,
 
2020
 
2019
 
(In millions)
Net Income (Loss) Attributable to DTE Energy by Segment:
 
 
 
Electric
$
94

 
$
147

Gas
121

 
151

Gas Storage and Pipelines
72

 
48

Power and Industrial Projects
30

 
26

Energy Trading
34

 
32

Corporate and Other
(11
)
 
(3
)
Net Income Attributable to DTE Energy Company
$
340

 
$
401
XML 108 R1.htm IDEA: XBRL DOCUMENT v3.20.1
Document and Entity Information
 3 Months Ended
Mar. 31, 2020
shares
Document Type 10-Q
Document Quarterly Report true
Document Period End Date Mar. 31, 2020
Document Transition Report false
Entity File Number 1-11607
Entity Registrant Name DTE Energy Co
Entity Incorporation, State or Country Code MI
Entity Tax Identification Number 38-3217752
Entity Address, Address Line One One Energy Plaza
Entity Address, City or Town Detroit
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48226-1279
City Area Code 313
Local Phone Number 235-4000
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Filer Category Large Accelerated Filer
Entity Small Business false
Entity Emerging Growth Company false
Entity Shell Company false
Entity Common Stock, Shares Outstanding 192,611,882
Entity Central Index Key 0000936340
Current Fiscal Year End Date --12-31
Document Fiscal Year Focus 2020
Document Fiscal Period Focus Q1
Amendment Flag false
DTE Electric  
Entity File Number 1-2198
Entity Registrant Name DTE Electric Co
Entity Incorporation, State or Country Code MI
Entity Tax Identification Number 38-0478650
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Filer Category Non-accelerated Filer
Entity Small Business false
Entity Emerging Growth Company false
Entity Shell Company false
Entity Common Stock, Shares Outstanding 138,632,324
Entity Central Index Key 0000028385
Common stock, without par value  
Title of 12(b) Security Common stock, without par value
Trading Symbol DTE
Security Exchange Name NYSE
2012 Series C 5.25% Junior Subordinated Debentures due 2062  
Title of 12(b) Security 2012 Series C 5.25% Junior Subordinated Debentures due 2062
Trading Symbol DTQ
Security Exchange Name NYSE
2016 Series B 5.375% Junior Subordinated Debentures due 2076  
Title of 12(b) Security 2016 Series B 5.375% Junior Subordinated Debentures due 2076
Trading Symbol DTJ
Security Exchange Name NYSE
2016 Series F 6.00% Junior Subordinated Debentures due 2076  
Title of 12(b) Security 2016 Series F 6.00% Junior Subordinated Debentures due 2076
Trading Symbol DTY
Security Exchange Name NYSE
2017 Series E 5.25% Junior Subordinated Debentures due 2077  
Title of 12(b) Security 2017 Series E 5.25% Junior Subordinated Debentures due 2077
Trading Symbol DTW
Security Exchange Name NYSE
XML 109 R5.htm IDEA: XBRL DOCUMENT v3.20.1
Consolidated Statements of Financial Position (Unaudited) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Current Assets    
Cash and cash equivalents $ 552 $ 93
Restricted cash 124 0
Accounts receivable (less allowance for doubtful accounts)    
Customer 1,482 1,642
Other 260 245
Inventories    
Fuel and gas 294 373
Materials and supplies 413 386
Derivative assets 112 133
Regulatory assets 21 5
Other 268 209
Total Current Assets 3,526 3,086
Investments    
Nuclear decommissioning trust funds 1,439 1,661
Investments in equity method investees 1,867 1,862
Other 228 265
Total Investments 3,534 3,788
Property    
Property, plant, and equipment 36,146 35,072
Accumulated depreciation and amortization (9,910) (9,755)
Property, plant, and equipment, net 26,236 25,317
Other Assets    
Goodwill 2,466 2,464
Regulatory assets 4,356 4,171
Intangible assets 2,402 2,393
Notes receivable 217 202
Derivative assets 58 41
Prepaid postretirement costs 83 69
Operating lease right-of-use assets 164 169
Other 190 182
Total Other Assets 9,936 9,691
Total Assets 43,232 41,882
Accounts payable    
Accounts payable 1,028 1,076
Accrued interest 169 147
Dividends payable 195 195
Short-term borrowings 1,131 828
Current portion long-term debt, including finance leases 387 687
Derivative liabilities 88 83
Gas inventory equalization 62 0
Regulatory liabilities 61 65
Short-term borrowings    
Operating lease liabilities 32 33
Acquisition related deferred payment 382 379
Other 437 504
Total Current Liabilities 3,972 3,997
Long-Term Debt (net of current portion)    
Mortgage bonds, notes, and other 15,870 14,778
Junior subordinated debentures 1,146 1,146
Finance lease liabilities 10 11
Total Long-Term Debt (net of current portion) 17,026 15,935
Other Liabilities    
Deferred income taxes 2,553 2,315
Regulatory liabilities 3,244 3,264
Asset retirement obligations 2,721 2,672
Unamortized investment tax credit 165 166
Derivative liabilities 47 86
Accrued pension liability 795 808
Nuclear decommissioning 215 249
Operating lease liabilities 124 127
Other 382 427
Total Other Liabilities 10,246 10,114
Commitments and Contingencies (Notes 6 and 13)
Equity    
Common stock 5,235 5,233
Retained earnings 6,732 6,587
Accumulated other comprehensive loss (145) (148)
Total DTE Energy/DTE Electric Company Equity 11,822 11,672
Noncontrolling interests 166 164
Total Equity 11,988 11,836
Total Liabilities and Equity 43,232 41,882
DTE Electric    
Current Assets    
Cash and cash equivalents 13 12
Accounts receivable (less allowance for doubtful accounts)    
Customer 694 729
Affiliates 9 25
Other 38 41
Inventories    
Fuel and gas 205 187
Materials and supplies 280 280
Regulatory assets 17 5
Prepaid property tax 96 52
Other 29 26
Total Current Assets 1,381 1,357
Investments    
Nuclear decommissioning trust funds 1,439 1,661
Other 35 38
Total Investments 1,474 1,699
Property    
Property, plant, and equipment 24,950 24,279
Accumulated depreciation and amortization (6,810) (6,706)
Property, plant, and equipment, net 18,140 17,573
Other Assets    
Regulatory assets 3,653 3,448
Intangible assets 19 15
Prepaid postretirement costs — affiliates 266 266
Operating lease right-of-use assets 84 87
Other 149 143
Total Other Assets 4,171 3,959
Total Assets 25,166 24,588
Accounts payable    
Affiliates 92 59
Other 431 406
Accrued interest 83 84
Current portion long-term debt, including finance leases 336 636
Regulatory liabilities 57 40
Short-term borrowings    
Affiliates 139 97
Other 71 354
Operating lease liabilities 12 12
Other 150 155
Total Current Liabilities 1,371 1,843
Long-Term Debt (net of current portion)    
Mortgage bonds, notes, and other 7,638 6,548
Finance lease liabilities 3 4
Total Long-Term Debt (net of current portion) 7,641 6,552
Other Liabilities    
Deferred income taxes 2,382 2,355
Regulatory liabilities 2,531 2,546
Asset retirement obligations 2,493 2,447
Unamortized investment tax credit 164 166
Nuclear decommissioning 215 249
Accrued pension liability — affiliates 711 717
Accrued postretirement liability — affiliates 359 367
Operating lease liabilities 65 67
Other 80 84
Total Other Liabilities 9,000 8,998
Commitments and Contingencies (Notes 6 and 13)
Equity    
Common stock 4,811 4,811
Retained earnings 2,343 2,384
Total DTE Energy/DTE Electric Company Equity 7,154 7,195
Total Liabilities and Equity $ 25,166 $ 24,588
XML 110 R33.htm IDEA: XBRL DOCUMENT v3.20.1
Long-Term Debt (Tables)
 3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Schedule of Issued Debt
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

 
 
 
 
 
 
 
 
 
 
$
1,100


_______________________________________
(a)
Proceeds were used for the repayment of $300 million of DTE Electric's 2010 Series A 4.89% Senior Notes due 2020, for the repayment of short-term borrowings, for capital expenditures, and for other general corporate purposes.
Schedule of Debt Redeemed
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

 
 
 
 
 
 
 
 
 
 
$
300
XML 111 R9.htm IDEA: XBRL DOCUMENT v3.20.1
Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) - $ / shares
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Statement of Stockholders' Equity [Abstract]    
Dividends declared on common stock (in dollars per share) $ 1.01 $ 0.95
XML 112 R22.htm IDEA: XBRL DOCUMENT v3.20.1
Commitments and Contingencies
 3 Months Ended
Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies 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.
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. The proceedings at the District Court remain stayed until May 2020 while the parties discuss potential resolution of the matter.
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, or its goal of net zero emissions for its electric utility operations by 2050, from the 2005 carbon emissions levels.
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 National Pollutant Discharge Elimination System (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 aboveground storage tank locations. The findings of these investigations indicated that the estimated cost to remediate these sites is expected to be incurred over the next several years. At March 31, 2020 and December 31, 2019, DTE Electric had $8 million accrued for remediation. Any change in assumptions, such as remediation techniques, nature and extent of contamination, and regulatory requirements, could impact the estimate of remedial action costs for the sites and affect DTE Electric’s financial position and cash flows. DTE Electric believes the likelihood of a material change to the accrued amount is remote based on current knowledge of the conditions at each site.
Coal Combustion Residuals and Effluent Limitations Guidelines — A final EPA rule for the disposal of 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 $592 million of capital expenditures.
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 will submit 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 National Pollutant Discharge Elimination System (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 flue gas desulfurization (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 flue gas desulfurization 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
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 March 31, 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.
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 state implementation plan (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. State implementation plan 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 March 31, 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 March 31, 2020 was $547 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 March 31, 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 March 31, 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.
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 $56 million at March 31, 2020. Payments under these guarantees are considered remote.
DTE Energy is periodically required to obtain performance surety bonds in support of obligations to various governmental entities and other companies in connection with its operations. As of March 31, 2020, DTE Energy had $122 million of performance bonds outstanding. In the event that such bonds are called for nonperformance, DTE Energy would be obligated to reimburse the issuer of the performance bond. DTE Energy is released from the performance bonds as the contractual performance is completed and does not believe that a material amount of any currently outstanding performance bonds will be called.
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 March 31, 2020 is $49 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 5,300 represented employees, including DTE Electric's approximate 2,900 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. As of March 31, 2020, PG&Es account is substantially current and outstanding accounts receivable from PG&E are not material. Therefore, DTE Energy determined no reserve was necessary.
As of March 31, 2020, the book value of long-lived assets and operating lease right-of-use assets used in producing electric output for sale to PG&E was approximately $100 million and $7 million, respectively. The Power and Industrial Projects segment also has equity investments, including a note receivable, of approximately $69 million in entities that sell power to PG&E. In January 2019, following the bankruptcy filing, DTE Energy performed an impairment analysis on its long-lived assets. Based on its undiscounted cash flow projections, DTE Energy determined it did not have an impairment loss as of December 31, 2018. DTE Energy also determined there was not an other-than-temporary decline in its equity investments. DTE has not identified subsequent facts or circumstances that would cause a change to these conclusions through March 31, 2020. DTE Energy's assumptions and conclusions may change, and it could have impairment losses if any of the terms of the contracts are not honored by PG&E or the contracts are rejected through the bankruptcy process.
COVID-19 Pandemic
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 operating costs, customer demand, and recoverability of assets that could materially impact the Registrants financial results. At this time, the Registrants cannot predict the ultimate impact of these factors to our Consolidated Financial Statements, as future developments involving the severity of COVID-19, actions to contain or treat its impact, and the extent to which normal economic and operating conditions can resume are 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.
XML 113 R26.htm IDEA: XBRL DOCUMENT v3.20.1
Organization and Basis of Presentation (Tables)
 3 Months Ended
Mar. 31, 2020
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract]  
Schedule of Variable Interest Entities
The following table summarizes the major Consolidated Statements of Financial Position items for consolidated VIEs as of March 31, 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:
 
March 31, 2020
 
December 31, 2019
 
SGG(a)
 
Other
 
Total
 
SGG(a)
 
Other
 
Total
 
(In millions)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
20

 
$
13

 
$
33

 
$
16

 
$
11

 
$
27

Accounts receivable
7

 
19

 
26

 
8

 
19

 
27

Inventories
—

 
101

 
101

 
—

 
74

 
74

Property, plant, and equipment, net
408

 
31

 
439

 
410

 
33

 
443

Goodwill
25

 
—

 
25

 
25

 
—

 
25

Intangible assets
538

 
—

 
538

 
542

 
—

 
542

Other current and long-term assets
2

 
—

 
2

 
2

 
—

 
2

 
$
1,000

 
$
164

 
$
1,164

 
$
1,003

 
$
137

 
$
1,140

 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued current liabilities
$
1

 
$
14

 
$
15

 
$
2

 
$
13

 
$
15

Other current and long-term liabilities
6

 
7

 
13

 
7

 
7

 
14

 
$
7

 
$
21

 
$
28

 
$
9

 
$
20

 
$
29

_____________________________________
(a)Amounts shown are 100% of SGG's assets and liabilities, of which DTE Energy owns 85% at March 31, 2020 and December 31, 2019.
Summary of Amounts for Non-Consolidated Variable Interest Entities
Amounts for DTE Energy's non-consolidated VIEs are as follows:
 
March 31, 2020
 
December 31, 2019
 
(In millions)
Investments in equity method investees
$
1,510

 
$
1,503

Notes receivable
$
28

 
$
21

Future funding commitments
$
33

 
$
63
XML 114 R47.htm IDEA: XBRL DOCUMENT v3.20.1
Acquisitions (Purchase Price Allocation - Power and Industrial Segment Acquisition) (Details) - Power and Industrial Projects - South Jersey Industries, Combined Heat and Power Generation Facility
$ in Millions
Feb. 18, 2020
USD ($)
Business Acquisition [Line Items]  
Property, plant, and equipment, net $ 76
Working capital 3
Total 97
Contract intangibles  
Business Acquisition [Line Items]  
Contract intangibles $ 18
XML 115 R43.htm IDEA: XBRL DOCUMENT v3.20.1
Significant Accounting Policies (Income Taxes) (Details)
 3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Schedule of Income Taxes [Line Items]    
Effective Tax Rate 13.00% 12.00%
DTE Electric    
Schedule of Income Taxes [Line Items]    
Effective Tax Rate 12.00% 16.00%
EXCEL 116 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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

XML 118 R64.htm IDEA: XBRL DOCUMENT v3.20.1
Fair Value Fair Value (Fair Value of Fixed Income Securities Held in Nuclear Decommissioning Trust Funds (Details) - Fixed income securities - Nuclear decommissioning trust fund
$ in Millions
Mar. 31, 2020
USD ($)
Debt Securities, Available-for-sale [Line Items]  
Due within one year $ 24
Due after one through five years 83
Due after five through ten years 106
Due after ten years 290
Available-for-sale securities total $ 503
XML 119 R68.htm IDEA: XBRL DOCUMENT v3.20.1
Financial and Other Derivative Instruments (Netting Offsets of Derivative Assets and Liabilities) (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Derivative assets    
Gross Amounts of Recognized Assets (Liabilities) $ 781 $ 775
Gross Amounts Offset in the Consolidated Statements of Financial Position (611) (601)
Derivative assets, net 170 174
Derivative liabilities    
Gross Amounts of Recognized Assets (Liabilities) (746) (770)
Gross Amounts Offset in the Consolidated Statements of Financial Position 611 601
Derivative liabilities, net (135) (169)
Natural gas    
Derivative assets    
Gross Amounts of Recognized Assets (Liabilities) 282 355
Gross Amounts Offset in the Consolidated Statements of Financial Position (204) (266)
Derivative assets, net 78 89
Derivative liabilities    
Gross Amounts of Recognized Assets (Liabilities) (278) (351)
Gross Amounts Offset in the Consolidated Statements of Financial Position 204 266
Derivative liabilities, net (74) (85)
Electricity    
Derivative assets    
Gross Amounts of Recognized Assets (Liabilities) 313 306
Gross Amounts Offset in the Consolidated Statements of Financial Position (242) (225)
Derivative assets, net 71 81
Derivative liabilities    
Gross Amounts of Recognized Assets (Liabilities) (317) (298)
Gross Amounts Offset in the Consolidated Statements of Financial Position 242 225
Derivative liabilities, net (75) (73)
Environmental & Other    
Derivative assets    
Gross Amounts of Recognized Assets (Liabilities) 179 113
Gross Amounts Offset in the Consolidated Statements of Financial Position (163) (110)
Derivative assets, net 16 3
Derivative liabilities    
Gross Amounts of Recognized Assets (Liabilities) (149) (121)
Gross Amounts Offset in the Consolidated Statements of Financial Position 163 110
Derivative liabilities, net 14 (11)
Interest rate contracts    
Derivative liabilities    
Gross Amounts of Recognized Assets (Liabilities) 0 0
Gross Amounts Offset in the Consolidated Statements of Financial Position 0 0
Derivative liabilities, net 0 0
Foreign currency exchange contracts    
Derivative assets    
Gross Amounts of Recognized Assets (Liabilities) 7 1
Gross Amounts Offset in the Consolidated Statements of Financial Position (2) 0
Derivative assets, net 5 1
Derivative liabilities    
Gross Amounts of Recognized Assets (Liabilities) (2) 0
Gross Amounts Offset in the Consolidated Statements of Financial Position 2 0
Derivative liabilities, net $ 0 $ 0

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end XML 117 R60.htm IDEA: XBRL DOCUMENT v3.20.1
Fair Value (Fair Value of Financial Instruments) (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Carrying amount    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes receivable — Other, excluding lessor finance leases $ 68 $ 184
Short-term borrowings 1,131 828
Notes payable — Other, excluding lessee finance leases 15 25
Long-term debt 17,398 16,606
Carrying amount | DTE Electric    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes receivable — Other, excluding lessor finance leases 11 9
Short-term borrowings 71 354
Notes payable — Other, excluding lessee finance leases 11 21
Long-term debt 7,970 7,180
Carrying amount | DTE Electric | Affiliates    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Short-term borrowings 139 97
Fair value | Level 1    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes receivable — Other, excluding lessor finance leases 0 0
Short-term borrowings 0 0
Notes payable — Other, excluding lessee finance leases 0 0
Long-term debt 2,120 2,572
Fair value | Level 1 | DTE Electric    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes receivable — Other, excluding lessor finance leases 0 0
Short-term borrowings 0 0
Notes payable — Other, excluding lessee finance leases 0 0
Long-term debt 0 0
Fair value | Level 1 | DTE Electric | Affiliates    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Short-term borrowings 0 0
Fair value | Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes receivable — Other, excluding lessor finance leases 0 0
Short-term borrowings 1,131 828
Notes payable — Other, excluding lessee finance leases 0 0
Long-term debt 12,108 14,207
Fair value | Level 2 | DTE Electric    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes receivable — Other, excluding lessor finance leases 0 0
Short-term borrowings 71 354
Notes payable — Other, excluding lessee finance leases 0 0
Long-term debt 7,373 7,916
Fair value | Level 2 | DTE Electric | Affiliates    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Short-term borrowings 0 0
Fair value | Level 3    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes receivable — Other, excluding lessor finance leases 68 184
Short-term borrowings 0 0
Notes payable — Other, excluding lessee finance leases 15 25
Long-term debt 3,824 1,252
Fair value | Level 3 | DTE Electric    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes receivable — Other, excluding lessor finance leases 11 9
Short-term borrowings 0 0
Notes payable — Other, excluding lessee finance leases 11 21
Long-term debt 1,330 173
Fair value | Level 3 | DTE Electric | Affiliates    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Short-term borrowings $ 139 $ 97

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�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