Michigan | 38-0478650 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
One Energy Plaza, Detroit, Michigan | 48226-1279 |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer x | Smaller reporting company o |
(Do not check if a smaller reporting company) |
Page | |
Part I - Financial Information | |
Part II - Other Information | |
EX-4-281 | |
EX-12-47 | |
EX-31-85 | |
EX-31-86 | |
EX-32-85 | |
EX-32-86 | |
EX-101.INS XBRL INSTANCE DOCUMENT | |
EX-101.SCH XBRL TAXONOMY EXTENSION SCHEMA | |
EX-101.CAL XBRL TAXONOMY EXTENSION CALCULATION LINKBASE | |
EX-101.DEF XBRL TAXONOMY EXTENSION DEFINITION DATABASE | |
EX-101.LAB XBRL TAXONOMY EXTENSION LABEL LINKBASE | |
EX-101.PRE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
ASC | Accounting Standards Codification | |
ASU | Accounting Standards Update | |
Customer Choice | Michigan legislation giving customers the option to choose alternative suppliers for electricity. | |
DTE Electric | DTE Electric Company (a direct wholly owned subsidiary of DTE Energy) and subsidiary companies. Formerly known as The Detroit Edison Company. | |
DTE Energy | DTE Energy Company, directly or indirectly the parent of DTE Electric, DTE Gas Company and numerous non-utility subsidiaries | |
EPA | United States Environmental Protection Agency | |
FASB | Financial Accounting Standards Board | |
FERC | Federal Energy Regulatory Commission | |
FTRs | Financial transmission rights are financial instruments that entitle the holder to receive payments related to costs incurred for congestion on the transmission grid. | |
MCIT | Michigan Corporate Income Tax | |
MDEQ | Michigan Department of Environmental Quality | |
MISO | Midwest Independent System Operator is an Independent System Operator and the Regional Transmission Organization serving the Midwest United States and Manitoba, Canada. | |
MPSC | Michigan Public Service Commission | |
NRC | United States Nuclear Regulatory Commission | |
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 of electricity | |
Securitization | DTE Electric financed specific stranded costs at lower interest rates through the sale of rate reduction bonds by a wholly-owned special purpose entity, The Detroit Edison Securitization Funding LLC. | |
VIE | Variable Interest Entity | |
Units of Measurement | ||
kWh | Kilowatthour of electricity | |
MW | Megawatt of electricity | |
MWh | Megawatthour of electricity |
• | impact of regulation by the FERC, MPSC, NRC and 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; |
• | impact of electric utility restructuring in Michigan, including legislative amendments and Customer Choice programs; |
• | economic conditions and population changes in our geographic area resulting in changes in demand, customer conservation, thefts of electricity and high levels of uncollectible accounts receivable; |
• | environmental issues, laws, regulations, and the increasing costs of remediation and compliance, including actual and potential new federal and state requirements; |
• | health, safety, financial, environmental and regulatory risks associated with ownership and operation of nuclear facilities; |
• | changes in the cost and availability of coal and other raw materials and purchased power; |
• | 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 construction projects; |
• | changes in and application of federal, state and local tax laws and their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings and audits; |
• | the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers; |
• | unplanned outages; |
• | the cost of protecting assets against, or damage due to, terrorism or cyber attacks; |
• | 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; |
• | binding arbitration, litigation and related appeals; and |
• | the risks discussed in our public filings with the Securities and Exchange Commission. |
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
(In millions) | |||||||||||||||
Operating Revenues | $ | 1,457 | $ | 1,542 | $ | 3,941 | $ | 4,029 | |||||||
Operating Expenses | |||||||||||||||
Fuel and purchased power | 487 | 543 | 1,294 | 1,348 | |||||||||||
Operation and maintenance | 335 | 337 | 1,009 | 1,026 | |||||||||||
Depreciation and amortization | 233 | 219 | 666 | 607 | |||||||||||
Taxes other than income | 67 | 65 | 200 | 193 | |||||||||||
Asset (gains) losses and reserves, net | (3 | ) | — | (3 | ) | (1 | ) | ||||||||
1,119 | 1,164 | 3,166 | 3,173 | ||||||||||||
Operating Income | 338 | 378 | 775 | 856 | |||||||||||
Other (Income) and Deductions | |||||||||||||||
Interest expense | 68 | 70 | 202 | 204 | |||||||||||
Other income | (14 | ) | (14 | ) | (38 | ) | (41 | ) | |||||||
Other expenses | 7 | 12 | 19 | 27 | |||||||||||
61 | 68 | 183 | 190 | ||||||||||||
Income Before Income Taxes | 277 | 310 | 592 | 666 | |||||||||||
Income Tax Expense | 97 | 115 | 206 | 247 | |||||||||||
Net Income | $ | 180 | $ | 195 | $ | 386 | $ | 419 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
(In millions) | |||||||||||||||
Net income | $ | 180 | $ | 195 | $ | 386 | $ | 419 | |||||||
Other comprehensive income: | |||||||||||||||
Benefit obligations, net of taxes of $—, $—, $1 and $1 | 1 | — | 2 | 2 | |||||||||||
Comprehensive income | $ | 181 | $ | 195 | $ | 388 | $ | 421 |
Nine Months Ended | |||||||
September 30, | |||||||
2013 | 2012 | ||||||
(In millions) | |||||||
Operating Activities | |||||||
Net income | $ | 386 | $ | 419 | |||
Adjustments to reconcile net income to net cash from operating activities: | |||||||
Depreciation and amortization | 666 | 607 | |||||
Nuclear fuel amortization | 25 | 25 | |||||
Allowance for equity funds used during construction | (10 | ) | (9 | ) | |||
Deferred income taxes | 104 | (48 | ) | ||||
Asset (gains) losses and reserves, net | (3 | ) | (1 | ) | |||
Changes in assets and liabilities: | |||||||
Accounts receivable, net | (40 | ) | (13 | ) | |||
Inventories | 53 | 4 | |||||
Accounts payable | 15 | (55 | ) | ||||
Regulatory assets and liabilities | 302 | 280 | |||||
Accrued pension liability — affiliates | (229 | ) | (43 | ) | |||
Accrued postretirement liability — affiliates | (148 | ) | (91 | ) | |||
Other assets | (42 | ) | (24 | ) | |||
Other liabilities | (15 | ) | 171 | ||||
Net cash from operating activities | 1,064 | 1,222 | |||||
Investing Activities | |||||||
Plant and equipment expenditures | (946 | ) | (855 | ) | |||
Restricted cash for debt redemption, principally Securitization | 58 | 57 | |||||
Notes receivable from affiliate | (4 | ) | (252 | ) | |||
Proceeds from sale of nuclear decommissioning trust fund assets | 40 | 48 | |||||
Investment in nuclear decommissioning trust funds | (52 | ) | (61 | ) | |||
Other Investments | (21 | ) | (13 | ) | |||
Net cash used for investing activities | (925 | ) | (1,076 | ) | |||
Financing Activities | |||||||
Issuance of long-term debt | 768 | 496 | |||||
Redemption of long-term debt | (491 | ) | (401 | ) | |||
Short-term borrowings — other | (119 | ) | — | ||||
Short-term borrowings — affiliate | (25 | ) | 1 | ||||
Dividends on common stock | (257 | ) | (229 | ) | |||
Other | (2 | ) | (3 | ) | |||
Net cash used for financing activities | (126 | ) | (136 | ) | |||
Net Increase in Cash and Cash Equivalents | 13 | 10 | |||||
Cash and Cash Equivalents at Beginning of the Period | 30 | 13 | |||||
Cash and Cash Equivalents at End of the Period | $ | 43 | $ | 23 | |||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||||||
Plant and equipment expenditures in accounts payable | $ | 155 | $ | 120 |
September 30, | December 31, | ||||||
2013 | 2012 | ||||||
(In millions) | |||||||
ASSETS | |||||||
Current Assets | |||||||
Cash and cash equivalents | $ | 43 | $ | 30 | |||
Restricted cash, principally Securitization | 44 | 102 | |||||
Accounts receivable (less allowance for doubtful accounts of $35 and $35, respectively) | |||||||
Customer | 766 | 697 | |||||
Affiliates | 1 | 5 | |||||
Other | 19 | 63 | |||||
Inventories | |||||||
Fuel | 178 | 246 | |||||
Materials and supplies | 207 | 193 | |||||
Notes receivable | 2 | 2 | |||||
Regulatory assets | 42 | 162 | |||||
Prepaid property taxes | 89 | 43 | |||||
Other | 29 | 34 | |||||
1,420 | 1,577 | ||||||
Investments | |||||||
Nuclear decommissioning trust funds | 1,139 | 1,037 | |||||
Other | 148 | 133 | |||||
1,287 | 1,170 | ||||||
Property | |||||||
Property, plant and equipment | 18,479 | 17,689 | |||||
Less accumulated depreciation and amortization | (6,971 | ) | (6,717 | ) | |||
11,508 | 10,972 | ||||||
Other Assets | |||||||
Regulatory assets | 2,919 | 3,348 | |||||
Securitized regulatory assets | 280 | 413 | |||||
Intangible assets | 37 | 30 | |||||
Notes receivable | 6 | 3 | |||||
Other | 145 | 138 | |||||
3,387 | 3,932 | ||||||
Total Assets | $ | 17,602 | $ | 17,651 |
September 30, | December 31, | ||||||
2013 | 2012 | ||||||
(In millions, except shares) | |||||||
LIABILITIES AND SHAREHOLDER’S EQUITY | |||||||
Current Liabilities | |||||||
Accounts payable | |||||||
Affiliates | $ | 89 | $ | 65 | |||
Other | 352 | 350 | |||||
Accrued interest | 69 | 61 | |||||
Current portion long-term debt, including capital leases | 501 | 443 | |||||
Regulatory liabilities | 192 | 66 | |||||
Short-term borrowings | |||||||
Affiliates | 55 | 80 | |||||
Other | 11 | 130 | |||||
Other | 180 | 153 | |||||
1,449 | 1,348 | ||||||
Long-Term Debt (net of current portion) | |||||||
Mortgage bonds, notes and other | 4,639 | 4,221 | |||||
Securitization bonds | 105 | 302 | |||||
Capital lease obligations | 1 | 1 | |||||
4,745 | 4,524 | ||||||
Other Liabilities | |||||||
Deferred income taxes | 2,832 | 2,761 | |||||
Regulatory liabilities | 408 | 483 | |||||
Asset retirement obligations | 1,640 | 1,557 | |||||
Unamortized investment tax credit | 43 | 49 | |||||
Nuclear decommissioning | 172 | 159 | |||||
Accrued pension liability — affiliates | 1,138 | 1,368 | |||||
Accrued postretirement liability — affiliates | 638 | 996 | |||||
Other | 103 | 103 | |||||
6,974 | 7,476 | ||||||
Commitments and Contingencies (Notes 6 and 9) | |||||||
Shareholder’s Equity | |||||||
Common stock, $10 par value, 400,000,000 shares authorized, and 138,632,324 shares issued and outstanding | 3,196 | 3,196 | |||||
Retained earnings | 1,258 | 1,129 | |||||
Accumulated other comprehensive income (loss) | (20 | ) | (22 | ) | |||
4,434 | 4,303 | ||||||
Total Liabilities and Shareholder’s Equity | $ | 17,602 | $ | 17,651 |
Additional | Accumulated Other | |||||||||||||||||||||
Common Stock | Paid-in | Retained | Comprehensive | |||||||||||||||||||
Shares | Amount | Capital | Earnings | Loss | Total | |||||||||||||||||
(Dollars in millions, shares in thousands) | ||||||||||||||||||||||
Balance, December 31, 2012 | 138,632 | $ | 1,386 | $ | 1,810 | $ | 1,129 | $ | (22 | ) | $ | 4,303 | ||||||||||
Net income | — | — | — | 386 | — | 386 | ||||||||||||||||
Dividends declared on common stock | — | — | — | (257 | ) | — | (257 | ) | ||||||||||||||
Benefit obligations, net of tax | — | — | — | — | 2 | 2 | ||||||||||||||||
Balance, September 30, 2013 | 138,632 | $ | 1,386 | $ | 1,810 | $ | 1,258 | $ | (20 | ) | $ | 4,434 |
September 30, | December 31, | ||||||
2013 | 2012 | ||||||
(In millions) | |||||||
ASSETS | |||||||
Restricted cash | $ | 44 | $ | 102 | |||
Accounts receivable | 39 | 34 | |||||
Securitized regulatory assets | 280 | 413 | |||||
Other assets | 5 | 7 | |||||
$ | 368 | $ | 556 | ||||
LIABILITIES | |||||||
Accounts payable and accrued current liabilities | $ | 2 | $ | 11 | |||
Current portion long-term debt, including capital leases | 196 | 177 | |||||
Current regulatory liabilities | 48 | 50 | |||||
Securitization bonds | 105 | 302 | |||||
Other long-term liabilities | 8 | 7 | |||||
$ | 359 | $ | 547 |
Changes in Accumulated Other Comprehensive Loss by Component (a) | |||||||
Three Months Ended September 30, 2013 | |||||||
Benefit Obligations (b) | Total | ||||||
(In millions) | |||||||
Beginning balance, June 30, 2013 | $ | (21 | ) | $ | (21 | ) | |
Other comprehensive income before reclassifications | — | — | |||||
Amounts reclassified from accumulated other comprehensive income | 1 | 1 | |||||
Net current-period other comprehensive income | 1 | 1 | |||||
Ending balance, September 30, 2013 | $ | (20 | ) | $ | (20 | ) |
Changes in Accumulated Other Comprehensive Loss by Component (a) | |||||||
Nine Months Ended September 30, 2013 | |||||||
Benefit Obligations (b) | Total | ||||||
(In millions) | |||||||
Beginning balance, December 31, 2012 | $ | (22 | ) | $ | (22 | ) | |
Other comprehensive income before reclassifications | — | — | |||||
Amounts reclassified from accumulated other comprehensive income | 2 | 2 | |||||
Net current-period other comprehensive income | 2 | 2 | |||||
Ending balance, September 30, 2013 | $ | (20 | ) | $ | (20 | ) |
September 30, | December 31, | ||||||
2013 | 2012 | ||||||
(In millions) | |||||||
Emission allowances | $ | 3 | $ | 6 | |||
Renewable energy credits | 48 | 44 | |||||
51 | 50 | ||||||
Less current intangible assets | 14 | 20 | |||||
$ | 37 | $ | 30 |
• | Level 1 — Consists of unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date. |
• | Level 2 — Consists of inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. |
• | Level 3 — Consists of unobservable inputs for assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date. Unobservable inputs are developed based on the best available information and subject to cost-benefit constraints. |
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Net Balance | Level 1 | Level 2 | Level 3 | Net Balance | ||||||||||||||||||||||||
(In millions) | |||||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||||
Cash equivalents (a) | $ | — | $ | 61 | $ | — | $ | 61 | $ | — | $ | 116 | $ | — | $ | 116 | |||||||||||||||
Nuclear decommissioning trusts | 757 | 382 | — | 1,139 | 694 | 343 | — | 1,037 | |||||||||||||||||||||||
Other investments (b) | 74 | 48 | — | 122 | 64 | 44 | — | 108 | |||||||||||||||||||||||
Derivative assets — FTRs | — | — | 5 | 5 | — | — | 1 | 1 | |||||||||||||||||||||||
Total | $ | 831 | $ | 491 | $ | 5 | $ | 1,327 | $ | 758 | $ | 503 | $ | 1 | $ | 1,262 | |||||||||||||||
Assets: | |||||||||||||||||||||||||||||||
Current | $ | — | $ | 61 | $ | 5 | $ | 66 | $ | — | $ | 116 | $ | 1 | $ | 117 | |||||||||||||||
Noncurrent | 831 | 430 | — | 1,261 | 758 | 387 | — | 1,145 | |||||||||||||||||||||||
Total Assets | $ | 831 | $ | 491 | $ | 5 | $ | 1,327 | $ | 758 | $ | 503 | $ | 1 | $ | 1,262 |
(a) | At September 30, 2013, available-for-sale securities of $61 million, included $44 million and $17 million of cash equivalents included in Restricted cash and Other investments, respectively, on the Consolidated Statements of Financial Position. At December 31, 2012, available-for-sale securities of $116 million, included $102 million and $14 million of cash equivalents included in Restricted cash and Other investments, respectively, on the Consolidated Statements of Financial Position. |
(b) | Available-for-sale equity securities at September 30, 2013 and December 31, 2012 of $6 million and $5 million, respectively, are included in Other investments on the Consolidated Statements of Financial Position. |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
(In millions) | |||||||||||||||
Net Assets as of beginning of the period | $ | 2 | $ | 2 | $ | 1 | $ | 1 | |||||||
Change in fair value recorded in regulatory assets/liabilities | 3 | 7 | 7 | 12 | |||||||||||
Purchases, issuances and settlements: | |||||||||||||||
Settlements | — | (7 | ) | (3 | ) | (11 | ) | ||||||||
Net Assets as of September 30 | $ | 5 | $ | 2 | $ | 5 | $ | 2 | |||||||
The amount of total gains (losses) included in regulatory assets and liabilities attributed to the change in unrealized gains (losses) related to assets and liabilities held at September 30, 2013 and September 30, 2012 | $ | 3 | $ | 1 | $ | 5 | $ | 2 |
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | ||||||||||||||||||||||||||||
Amount | Level 1 | Level 2 | Level 3 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
(In millions) | |||||||||||||||||||||||||||||||
Notes receivable, excluding capital leases | $ | 8 | $ | — | $ | — | $ | 8 | $ | 5 | $ | — | $ | — | $ | 5 | |||||||||||||||
Short-term borrowings — affiliates | 55 | — | — | 55 | 80 | — | — | 80 | |||||||||||||||||||||||
Short-term borrowings — other | 11 | — | 11 | — | 130 | — | 130 | — | |||||||||||||||||||||||
Long-term debt | 5,245 | — | 5,163 | 426 | 4,963 | — | 5,021 | 620 |
September 30, | December 31, | ||||||
2013 | 2012 | ||||||
(In millions) | |||||||
Fermi 2 | $ | 1,120 | $ | 1,021 | |||
Fermi 1 | 3 | 3 | |||||
Low-level radioactive waste | 16 | 13 | |||||
Total | $ | 1,139 | $ | 1,037 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
(In millions) | |||||||||||||||
Realized gains | $ | 11 | $ | 7 | $ | 30 | $ | 21 | |||||||
Realized losses | (11 | ) | (6 | ) | (25 | ) | (17 | ) | |||||||
Proceeds from sales of securities | 13 | 12 | 40 | 48 |
September 30, 2013 | December 31, 2012 | ||||||||||||||
Fair | Unrealized | Fair | Unrealized | ||||||||||||
Value | Gains | Value | Gains | ||||||||||||
(In millions) | |||||||||||||||
Equity securities | $ | 732 | $ | 195 | $ | 631 | $ | 122 | |||||||
Debt securities | 395 | 17 | 399 | 27 | |||||||||||
Cash and cash equivalents | 12 | — | 7 | — | |||||||||||
$ | 1,139 | $ | 212 | $ | 1,037 | $ | 149 |
September 30, | December 31, | ||||||
2013 | 2012 | ||||||
(In millions) | |||||||
FTRs — Other current assets | $ | 5 | $ | 1 | |||
Total derivatives not designated as hedging instrument | $ | 5 | $ | 1 |
Commodity | Number of Units | |
FTRs (MWh) | 72,875 |
(In millions) | |||
Asset retirement obligations at December 31, 2012 | $ | 1,557 | |
Accretion | 72 | ||
Revision in estimated cash flows | 13 | ||
Liabilities settled | (2 | ) | |
Asset retirement obligations at September 30, 2013 | $ | 1,640 |
Month | Type | Interest Rate | Maturity | Amount | ||||||
(In millions) | ||||||||||
March | Mortgage Bonds (a) | 4.00% | 2043 | $ | 375 | |||||
August | Mortgage Bonds (a) | 3.65% | 2024 | 400 | ||||||
$ | 775 |
(a) | Proceeds were used for the redemption of DTE Electric long-term debt, for the repayment of short-term borrowings, and for general corporate purposes. |
Month | Type | Interest Rate | Maturity | Amount | ||||||
(In millions) | ||||||||||
March | Securitization Bonds | 6.42% | 2013 | $ | 88 | |||||
March | Tax Exempt Revenue Bonds (a) | 5.30% | 2030 | 51 | ||||||
April | Other Long-Term Debt | Various | 2013 | 13 | ||||||
September | Securitization Bonds | 6.62% | 2015 | 89 | ||||||
September | Senior Notes | 6.40% | 2013 | 250 | ||||||
$ | 491 |
(a) | DTE Electric Tax Exempt Revenue Bonds are issued by a public body that loans the proceeds to DTE Electric on terms substantially mirroring the Revenue Bonds. |
Pension Benefits | Other Postretirement Benefits | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Three Months Ended September 30 | (In millions) | ||||||||||||||
Service cost | $ | 17 | $ | 15 | $ | 6 | $ | 11 | |||||||
Interest cost | 36 | 38 | 16 | 23 | |||||||||||
Expected return on plan assets | (45 | ) | (41 | ) | (18 | ) | (15 | ) | |||||||
Amortization of: | |||||||||||||||
Net actuarial loss | 39 | 33 | 12 | 16 | |||||||||||
Prior service cost (credit) | 1 | — | (27 | ) | (4 | ) | |||||||||
Net periodic benefit cost (credit) | $ | 48 | $ | 45 | $ | (11 | ) | $ | 31 |
Pension Benefits | Other Postretirement Benefits | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Nine Months Ended September 30 | (In millions) | ||||||||||||||
Service cost | $ | 55 | $ | 48 | $ | 27 | $ | 38 | |||||||
Interest cost | 109 | 116 | 50 | 69 | |||||||||||
Expected return on plan assets | (138 | ) | (124 | ) | (55 | ) | (46 | ) | |||||||
Amortization of: | |||||||||||||||
Net actuarial loss | 111 | 93 | 36 | 44 | |||||||||||
Prior service cost (credit) | 1 | — | (72 | ) | (12 | ) | |||||||||
Net transition liability | — | — | — | 1 | |||||||||||
Settlements | — | 2 | — | — | |||||||||||
Net periodic benefit cost (credit) | $ | 138 | $ | 135 | $ | (14 | ) | $ | 94 |
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
(In millions) | |||||||||||||||
Operating revenues | $ | 1,457 | $ | 1,542 | $ | 3,941 | $ | 4,029 | |||||||
Fuel and purchased power | 487 | 543 | 1,294 | 1,348 | |||||||||||
Gross margin | 970 | 999 | 2,647 | 2,681 | |||||||||||
Operation and maintenance | 335 | 337 | 1,009 | 1,026 | |||||||||||
Depreciation and amortization | 233 | 219 | 666 | 607 | |||||||||||
Taxes other than income | 67 | 65 | 200 | 193 | |||||||||||
Asset (gains) losses and reserves, net | (3 | ) | — | (3 | ) | (1 | ) | ||||||||
Operating Income | 338 | 378 | 775 | 856 | |||||||||||
Other (Income) and Deductions | 61 | 68 | 183 | 190 | |||||||||||
Income Tax Expense | 97 | 115 | 206 | 247 | |||||||||||
Net Income | $ | 180 | $ | 195 | $ | 386 | $ | 419 | |||||||
Operating Income as a Percentage of Operating Revenues | 23 | % | 25 | % | 20 | % | 21 | % |
Three Months | Nine Months | ||||||
(In millions) | |||||||
Base sales, inclusive of weather effect | $ | (46 | ) | $ | (58 | ) | |
Securitization bond and tax surcharge | 5 | 29 | |||||
Renewable energy program | 12 | 20 | |||||
Low income energy assistance surcharge | — | (20 | ) | ||||
Regulatory mechanisms and other | — | (5 | ) | ||||
Decrease in gross margin | $ | (29 | ) | $ | (34 | ) |
Three Months Ended | Nine Months Ended | ||||||||||
September 30, | September 30, | ||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||
(In thousands of MWh) | |||||||||||
Electric Sales | |||||||||||
Residential | 4,401 | 4,894 | 11,600 | 12,180 | |||||||
Commercial | 4,504 | 4,602 | 12,585 | 12,734 | |||||||
Industrial | 2,635 | 2,707 | 7,746 | 7,645 | |||||||
Other | 233 | 238 | 701 | 717 | |||||||
11,773 | 12,441 | 32,632 | 33,276 | ||||||||
Interconnection sales (a) | 711 | 441 | 2,276 | 1,827 | |||||||
Total Electric Sales | 12,484 | 12,882 | 34,908 | 35,103 | |||||||
Electric Deliveries | |||||||||||
Retail and Wholesale | 11,773 | 12,441 | 32,632 | 33,276 | |||||||
Electric Customer Choice, including self generators (b) | 1,393 | 1,372 | 3,940 | 3,938 | |||||||
Total Electric Sales and Deliveries | 13,166 | 13,813 | 36,572 | 37,214 |
(i) Exhibits filed herewith: | ||
4-281 | Supplemental Indenture, dated as of August 1, 2013, to the Mortgage and Deed of Trust, dated as of October 1, 1924, between DTE Electric Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (2013 Series B) | |
12-47 | Computation of Ratio of Earnings to Fixed Charges | |
31-85 | Chief Executive Officer Section 302 Form 10-Q Certification of Periodic Report | |
31-86 | Chief Financial Officer Section 302 Form 10-Q Certification of Periodic Report | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | XBRL Taxonomy Extension Definition Database | |
101.LAB | XBRL Taxonomy Extension Label Linkbase | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
(ii) Exhibits furnished herewith: | ||
32-85 | Chief Executive Officer Section 906 Form 10-Q Certification of Periodic Report | |
32-86 | Chief Financial Officer Section 906 Form 10-Q Certification of Periodic Report |
DTE ELECTRIC COMPANY | |||
(Registrant) | |||
Date: October 25, 2013 | By | /s/ DONNA M. ENGLAND | |
Donna M. England Chief Accounting Officer (Principal Accounting Officer) |
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 2013 Series B | 11 |
Further Assurance | 11 |
Authorization of Supplemental Indenture | 11 |
Consideration for Supplemental Indenture | 11 |
PART I. CREATION OF THREE HUNDRED SEVENTIETH SERIES OF BONDS, GENERAL AND REFUNDING MORTGAGE BONDS, 2013 SERIES B | 12 |
Sec. 1.Terms of Bonds of 2013 Series B | 12 |
Sec. 2.Redemption of Bonds of 2013 Series B | 14 |
Sec. 3.Exchange and Transfer | 15 |
Sec. 4.Form of Bonds of 2013 Series B | 16 |
Form of Trustee's Certificate | 20 |
PART III. RECORDING AND FILING DATA | 20 |
Recording and Filing of Original Indenture | 20 |
Recording and Filing of Supplemental Indentures | 21 |
Recording and Filing of Supplemental Indenture Dated as of March 15, 2013 | 26 |
Recording of Affidavit of Facts Affecting Real Property | 26 |
Recording of Certificates of Provision for Payment | 26 |
PART IV. THE TRUSTEE | 27 |
Terms and Conditions of Acceptance of Trust by Trustee | 27 |
PART V. MISCELLANEOUS | 27 |
Confirmation of Section 318(c) of Trust Indenture Act | 27 |
Execution in Counterparts | 27 |
EXECUTION | 27 |
Testimonium | 27 |
Execution by Company | 28 |
Acknowledgment of Execution by Company | 29 |
Execution by Trustee | 30 |
Acknowledgment of Execution by Trustee | 31 |
Affidavit as to Consideration and Good Faith | 32 |
* | This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture. |
PARTIES. | SUPPLEMENTAL INDENTURE, dated as of the 1st day of August, in the year 2013, 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 and March 15, 2013 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 Fifteen billion, six hundred thirty-eight million, fifty-seven thousand dollars ($15,638,057,000) have heretofore been issued under the indenture as follows, viz: |
(1) | Bonds of Series A | #NAME! |
(2) | Bonds of Series B | -- Principal Amount $23,000,000, |
(3) | Bonds of Series C | -- Principal Amount $20,000,000, |
(4) | Bonds of Series D | -- Principal Amount $50,000,000, |
(5) | Bonds of Series E | -- Principal Amount $15,000,000, |
(6) | Bonds of Series F | -- Principal Amount $49,000,000, |
(7) | Bonds of Series G | -- Principal Amount $35,000,000, |
(8) | Bonds of Series H | -- Principal Amount $50,000,000, |
(9) | Bonds of Series I | -- Principal Amount $60,000,000, |
(10) | Bonds of Series J | -- Principal Amount $35,000,000, |
(11) | Bonds of Series K | -- Principal Amount $40,000,000, |
(12) | Bonds of Series L | -- Principal Amount $24,000,000, |
(13) | Bonds of Series M | -- Principal Amount $40,000,000, |
(14) | Bonds of Series N | -- Principal Amount $40,000,000, |
(15) | Bonds of Series O | -- Principal Amount $60,000,000, |
(16) | Bonds of Series P | -- Principal Amount $70,000,000, |
(17) | Bonds of Series Q | -- Principal Amount $40,000,000, |
(18) | Bonds of Series W | -- Principal Amount $50,000,000, |
(19) | Bonds of Series AA | -- Principal Amount $100,000,000, |
(20) | Bonds of Series BB | -- Principal Amount $50,000,000, |
(21) | Bonds of Series CC | - Principal Amount $50,000,000, |
(22) | Bonds of Series UU | - Principal Amount $100,000,000, |
(23-31) | Bonds of Series DDP Nos. 1-9 | - Principal Amount $14,305,000, |
(32-45) | Bonds of Series FFR Nos. 1-14 | - Principal Amount $45,600,000, |
(46-67) | Bonds of Series GGP Nos. 1-22 | - Principal Amount $42,300,000, |
(68) | Bonds of Series HH | - Principal Amount $50,000,000, |
(69-90) | Bonds of Series IIP Nos. 1-22 | - Principal Amount $3,750,000, |
(91-98) | Bonds of Series JJP Nos. 1-8 | - Principal Amount $6,850,000, |
(99-107) | Bonds of Series KKP Nos. 1-9 | - Principal Amount $34,890,000, |
(108-122) | Bonds of Series LLP Nos. 1-15 | - Principal Amount $8,850,000, |
(123-143) | Bonds of Series NNP Nos. 1-21 | - Principal Amount $47,950,000, |
(144-161) | Bonds of Series OOP Nos. 1-18 | - Principal Amount $18,880,000, |
(162-180) | Bonds of Series QQP Nos. 1-19 | - Principal Amount $13,650,000, |
(181-195) | Bonds of Series TTP Nos. 1-15 | - Principal Amount $3,800,000, |
(196) | Bonds of 1980 Series A | - Principal Amount $50,000,000, |
(197-221) | Bonds of 1980 Series CP Nos. 1-25 | - Principal Amount $35,000,000, |
(222-232) | Bonds of 1980 Series DP Nos. 1-11 | - Principal Amount $10,750,000, |
(233-248) | Bonds of 1981 Series AP Nos. 1-16 | - Principal Amount $124,000,000, |
(249) | Bonds of 1985 Series A | - Principal Amount $35,000,000, |
(250) | Bonds of 1985 Series B | - Principal Amount $50,000,000, |
(251) | Bonds of Series PP | - Principal Amount $70,000,000, |
(252) | Bonds of Series RR | - Principal Amount $70,000,000, |
(253) | Bonds of Series EE | - Principal Amount $50,000,000, |
(254-255) | Bonds of Series MMP and MMP No. 2 | - Principal Amount $5,430,000, |
(256) | Bonds of Series T | - Principal Amount $75,000,000, |
(257) | Bonds of Series U | - Principal Amount $75,000,000, |
(258) | Bonds of 1986 Series B | - Principal Amount $100,000,000, |
(259) | Bonds of 1987 Series D | - Principal Amount $250,000,000, |
(260) | Bonds of 1987 Series E | - Principal Amount $150,000,000, |
(261) | Bonds of 1987 Series C | - Principal Amount $225,000,000, |
(262) | Bonds of Series V | - Principal Amount $100,000,000, |
(263) | Bonds of Series SS | - Principal Amount $150,000,000, |
(264) | Bonds of 1980 Series B | - Principal Amount $100,000,000, |
(265) | Bonds of 1986 Series C | - Principal Amount $200,000,000, |
(266) | Bonds of 1986 Series A | - Principal Amount $200,000,000, |
(267) | Bonds of 1987 Series B | - Principal Amount $175,000,000, |
(268) | Bonds of Series X | - Principal Amount $100,000,000, |
(269) | Bonds of 1987 Series F | - Principal Amount $200,000,000, |
(270) | Bonds of 1987 Series A | - Principal Amount $300,000,000, |
(271) | Bonds of Series Y | - Principal Amount $60,000,000, |
(272) | Bonds of Series Z | - Principal Amount $100,000,000, |
(273) | Bonds of 1989 Series A | - Principal Amount $300,000,000, |
(274) | Bonds of 1984 Series AP | - Principal Amount $2,400,000, |
(275) | Bonds of 1984 Series BP | - Principal Amount $7,750,000, |
(276) | Bonds of Series R | - Principal Amount $100,000,000, |
(277) | Bonds of Series S | - Principal Amount $150,000,000, |
(278) | Bonds of 1993 Series D | - Principal Amount $100,000,000, |
(279) | Bonds of 1992 Series E | - Principal Amount $50,000,000, |
(280) | Bonds of 1993 Series B | - Principal Amount $50,000,000, |
(281) | Bonds of 1989 Series BP | - Principal Amount $66,565,000, |
(282) | Bonds of 1990 Series A | - Principal Amount $194,649,000, |
(283) | Bonds of 1990 Series D | - Principal Amount $0, |
(284) | Bonds of 1993 Series G | - Principal Amount $225,000,000, |
(285) | Bonds of 1993 Series K | - Principal Amount $160,000,000, |
(286) | Bonds of 1991 Series EP | - Principal Amount $41,480,000, |
(287) | Bonds of 1993 Series H | - Principal Amount $50,000,000, |
(288) | Bonds of 1999 Series D | - Principal Amount $40,000,000, |
(289) | Bonds of 1991 Series FP | - Principal Amount $98,375,000, |
(290) | Bonds of 1992 Series BP | - Principal Amount $20,975,000, |
(291) | Bonds of 1992 Series D | - Principal Amount $300,000,000, |
(292) | Bonds of 1992 Series CP | - Principal Amount $35,000,000, |
(293) | Bonds of 1993 Series C | - Principal Amount $225,000,000, |
(294) | Bonds of 1993 Series E | - Principal Amount $400,000,000, |
(295) | Bonds of 1993 Series J | - Principal Amount $300,000,000, |
(296-301) | Bonds of Series KKP Nos. 10-15 | - Principal Amount $179,590,000, |
(302) | Bonds of 1989 Series BP No. 2 | - Principal Amount $36,000,000, |
(303) | Bonds of 1993 Series FP | - Principal Amount $5,685,000, |
(304) | Bonds of 1993 Series IP | - Principal Amount $5,825,000, |
(305) | Bonds of 1994 Series AP | - Principal Amount $7,535,000, |
(306) | Bonds of 1994 Series BP | - Principal Amount $12,935,000, |
(307) | Bonds of 1994 Series DP | - Principal Amount $23,700,000, |
(308) | Bonds of 1994 Series C | - Principal Amount $200,000,000, |
(309) | Bonds of 2000 Series A | - Principal Amount $220,000,000, |
(310) | Bonds of 2005 Series A | - Principal Amount $200,000,000, |
(311) | Bonds of 1995 Series AP | - Principal Amount $97,000,000, |
(312) | Bonds of 1995 Series BP | - Principal Amount $22,175,000, |
(313) | Bonds of 2001 Series D | - Principal Amount $200,000,000, | ||
(314) | Bonds of 2005 Series B | - Principal Amount $200,000,000, | ||
(315) | Bonds of 2006 Series CT | - Principal Amount $68,500,000, | ||
(316) | Bonds of 2005 Series DT | - Principal Amount $119,175,000, | ||
(317) | Bonds of 1991 Series AP | - Principal Amount $32,375,000, | ||
(318) | Bonds of 2008 Series DT | - Principal Amount $68,500,000, | ||
(319) | Bonds of 1993 Series AP | - Principal Amount $65,000,000, | ||
(320) | Bonds of 2001 Series E | - Principal Amount $500,000,000, | ||
(321) | Bonds of 2001 Series AP | - Principal Amount $31,000,000, | ||
(322) | Bonds of 1991 Series BP | - Principal Amount $25,910,000, | ||
(323) | Bonds of 2001 Series BP | - Principal Amount $82,350,000, | ||
(324) | Bonds of 1999 Series AP | - Principal Amount $118,360,000, | ||
(325) | Bonds of 1999 Series CP | - Principal Amount $66,565,000, | ||
(326) | Bonds of 1999 Series BP | - Principal Amount $39,745,000, | ||
(327) | Bonds of 2001 Series CP | - Principal Amount $139,855,000, | ||
(328) | Bonds of 2000 Series B | - Principal Amount $50,745,000, | ||
(329) | Bonds of 2002 Series A | - Principal Amount $225,000,000, | ||
(330) | Bonds of 2002 Series C | - Principal Amount $64,300,000, | ||
(331) | Bonds of 2002 Series D | - Principal Amount $55,975,000, and | ||
(332) | Bonds of 2009 Series CT | - Principal Amount $65,000,000, | ||
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; | ||||
(333) | Bonds of 1990 Series B in the principal amount of Two hundred fifty-six million nine hundred thirty-two thousand dollars ($256,932,000) of which Two hundred twenty-eight million three hundred eighty-four thousand dollars ($228,384,000) principal amount have heretofore been retired; | |||
(334) | Bonds of 1990 Series C in the principal amount of Eighty-five million four hundred seventy-five thousand dollars ($85,475,000) of which Eighty-two million fifty-six thousand dollars ($82,056,000) principal amount have heretofore been retired; |
(335) | INTENTIONALLY RESERVED FOR 1990 SERIES E; |
(336) | INTENTIONALLY RESERVED FOR 1990 SERIES F; |
(337) | 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; |
(338) | 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; |
(339) | 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; |
(340) | 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; |
(341) | Bonds of 2003 Series A in the principal amount of Forty-nine million dollars ($49,000,000), all of which are outstanding at the date hereof; |
(342) | Bonds of 2004 Series A in the principal amount of Thirty-six million dollars ($36,000,000), all of which are outstanding at the date hereof; |
(343) | Bonds of 2004 Series B in the principal amount of Thirty-one million nine hundred eighty thousand dollars ($31,980,000), all of which are outstanding at the date hereof; |
(344) | Bonds of 2004 Series D in the principal amount of Two hundred million dollars ($200,000,000), all of which are outstanding at the date hereof; |
(345) | Bonds of 2005 Series AR in the principal amount of Two hundred million dollars ($200,000,000), all of which are outstanding at the date hereof; |
(346) | Bonds of 2005 Series BR in the principal amount of Two hundred million dollars ($200,000,000), all of which are outstanding at the date hereof; |
(347) | Bonds of 2005 Series C in the principal amount of One hundred million dollars ($100,000,000), all of which are outstanding at the date hereof; |
(348) | Bonds of 2005 Series E in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof; |
(349) | Bonds of 2006 Series A in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof; |
(350) | Bonds of 2007 Series A in the principal amount of Fifty million dollars ($50,000,000), all of which are outstanding at the date hereof; |
(351) | Bonds of 2008 Series ET in the principal amount of One hundred nineteen million one hundred seventy-five thousand dollars ($119,175,000), all of which are outstanding at the date hereof; |
(352) | Bonds of 2008 Series G in the principal amount of Three hundred million dollars ($300,000,000), all of which are outstanding at the date hereof; |
(353) | 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; |
(354) | Bonds of 2008 Series J in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof; |
(355) | Bonds of 2008 Series LT in the principal amount of Fifty million dollars ($50,000,000), all of which are outstanding at the date hereof; |
(356) | Bonds of 2009 Series BT in the principal amount of Sixty-eight million five hundred thousand dollars ($68,500,000), all of which are outstanding at the date hereof; |
(357) | 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; |
(358) | 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; |
(359) | Bonds of 2010 Series CT in the principal amount of Nineteen million eight hundred fifty-five thousand dollars ($19,855,000), all of which are outstanding at the date hereof; |
(360) | Bonds of 2011 Series AT in the principal amount of Thirty-one million dollars ($31,000,000), 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 GT in the principal amount of Eight-two million three hundred fifty thousand dollars ($82,350,000), all of which are outstanding at the date hereof; |
(363) | 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; |
(364) | 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; |
(365) | 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; |
(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; and |
(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; |
accordingly, the Company has issued and has presently outstanding Four billion, eight hundred three million, six hundred two thousand dollars ($4,803,602,000) 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 2013 SERIES B. | WHEREAS, the Company desires by this Supplemental Indenture to create a new series of bonds, to be designated “General and Refunding Mortgage Bonds, 2013 Series B,” in the aggregate principal amount of Four hundred million dollars ($400,000,000), to be authenticated and delivered pursuant to Section 8 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 SEVENTIETH SERIES OF BONDS, GENERAL AND REFUNDING MORTGAGE BONDS, 2013 SERIES B | |
TERMS OF BONDS OF 2013 SERIES B. | SECTION 1. The Company hereby creates the three hundred seventieth 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, 2013 Series B” (elsewhere herein referred to as the “bonds of 2013 Series B”). The aggregate principal amount of bonds of 2013 Series B shall be limited to Four hundred million dollars ($400,000,000), 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 2013 Series B, “reopen” the bonds of 2013 Series B, so long as any additional bonds of 2013 Series B have the same tenor and terms as the bonds of 2013 Series B established hereby. |
The bonds of 2013 Series B shall be issued as registered bonds without coupons in denominations of a multiple of $1,000. The bonds of 2013 Series B shall be issued in the aggregate principal amount of $400,000,000, shall mature on March 15, 2024 (subject to earlier redemption or release) and shall bear interest, payable semi-annually on March 15 and September 15 of each year (commencing March 15, 2014), at the rate of three and sixty-five hundredths percent (3.65%) 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 2013 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 2013 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 2013 Series B shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the March 15 or September 15 next preceding the date to which interest has been paid on bonds of 2013 Series B, unless the bond is authenticated on a date prior to March 15, 2014 in which case interest shall be payable from August 27, 2013. |
The bonds of 2013 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 2013 Series B). Until bonds of 2013 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 2013 Series B in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2013 Series B if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2013 Series B, but without a recital of redemption prices and with such omissions, insertions and variations as may be appropriate for temporary bonds, all as may be determined by the Company. | |
Interest on any bond of 2013 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 2013 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 2013 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 2013 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 2013 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 2013 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 2013 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 2013 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 2013 SERIES B. | SECTION 2. Bonds of 2013 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 December 15, 2023, the optional redemption price will be equal to the greater of (i) 100% of the principal amount of the bonds of 2013 Series B to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest of the bonds of 2013 Series B to be redeemed (not including any portion of any payments of interest accrued to the redemption date) until stated maturity, 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 Reference Treasury Dealer (as defined below), plus, in each case, accrued and unpaid interest thereon to the redemption date. | |
At any time on or after December 15, 2023, the optional redemption price will be equal to 100% of the principal amount of the bonds of 2013 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 2013 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 (as defined below), 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 Reference Treasury Dealer as having a maturity comparable to the remaining term of the bonds of 2013 Series B that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the bonds of 2013 Series B. | |
“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 Trustee 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. | |
“Reference Treasury Dealer” means (i) each of BNP Paribas Securities Corp., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotia Capital (USA) Inc. (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer(s) selected by the mortgage trustee after consultation with us. |
“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any optional redemption date, the average, as determined by the Trustee, 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 Trustee 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 2013 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 2013 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 2013 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 2013 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 2013 Series B (or such portion) designated for redemption has been duly provided for. Bonds of 2013 Series B redeemed in part only shall be in amounts of $1,000 or any multiple thereof. | |
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 2013 Series B so to be redeemed) sufficient to redeem bonds of 2013 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 2013 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 2013 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 2013 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 2013 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 2013 Series B during any period of ten (10) days next preceding any redemption date for such bonds. |
Bonds of 2013 Series B, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto. |
FORM OF BONDS OF 2013 SERIES B. | SECTION 4. The bonds of 2013 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 2013 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 15, 2024 (subject to earlier redemption or release) and interest thereon at the rate of 3.65% per annum, in like lawful money, from August 27, 2013 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 15 and September 15 of each year (commencing March 15, 2014), 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 2013 Series B, limited to an aggregate principal amount of $400,000,000, 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 | |
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 2013 Series B, limited to an aggregate principal amount of $400,000,000, except as otherwise provided in the Indenture hereinafter mentioned. This bond and all other bonds of said series are issued and to be issued under, and are all equally and ratably secured (except insofar as any sinking, amortization, improvement or analogous fund, established in accordance with the provisions of the Indenture hereinafter mentioned, may afford additional security for the bonds of any particular series and except as provided in Section 3 of Article VI of said Indenture) by an |
Indenture, dated as of October 1, 1924, duly executed by the Company to The Bank of New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of August 1, 2013) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of August 1, 2013, 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 December 15, 2023, the optional redemption price will be equal to the greater of (i) 100% of the principal amount of this bond to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest of this bond to be redeemed (not including any portion of any payments of interest accrued to the optional redemption date) until stated maturity, 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 Reference Treasury Dealer (as defined below), plus, in each case, accrued and unpaid interest thereon to the redemption date. At any time on or after December 15, 2023, the optional redemption price will be equal to 100% of the principal amount of this bond to be redeemed 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 Reference Treasury Dealer as having a maturity comparable to the remaining term of this bond that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this bond. |
“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 Trustee 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. |
“Reference Treasury Dealer” means (i) each of BNP Paribas Securities Corp., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotia Capital (USA) Inc. (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer(s) selected by the mortgage trustee after consultation with us. |
“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any optional redemption date, the average, as determined by the Trustee, 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 Trustee 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 2013 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 $1,000 and any integral multiple thereof. This Global Security is exchangeable for bonds in definitive form only under certain limited circumstances set forth in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, bonds of this series are exchangeable for a like aggregate principal amount of bonds of this series of a different authorized denomination, as requested by the registered holder surrendering the same. | |
This bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, the City and State of New York, upon surrender and cancellation of this bond, and thereupon, a new registered bond of the same series of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, and this bond with others in like form may in like manner be exchanged for one or more new bonds of the same series of other authorized denominations, but of the same aggregate principal amount, all as provided and upon the terms and conditions set forth in the Indenture, and upon payment, in any event, of the charges prescribed in the Indenture. | |
No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon or otherwise in respect hereof or of the Indenture, or of any indenture supplemental thereto, against any incorporator, or against any past, present or future stockholder, director or officer, as such, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise howsoever; all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released by every holder or owner hereof, as more fully provided in the Indenture. | |
This bond shall not be valid or become obligatory for any purpose until The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon. | |
IN WITNESS WHEREOF, DTE ELECTRIC COMPANY has caused this instrument to be executed by an authorized officer, with his or her manual or facsimile signatures, and its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and the same to be attested by its Corporate Secretary or Assistant Corporate Secretary by manual or facsimile signature. | |
Dated: _____________ DTE ELECTRIC COMPANY | |
By:_________________________________ Name: Title: | |
[Corporate Seal] | |
Attest: By:____________________________ Name: Title: | |
[FORM OF TRUSTEE'S CERTIFICATE] | |
FORM OF TRUSTEE'S CERTIFICATE. | This bond is one of the bonds, of the series designated therein, described in the within-mentioned Indenture. |
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | |
By:_________________________________ Authorized Representative | |
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. |
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 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. |
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 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 |
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 |
SUPPLEMENTAL INDENTURE DATED AS OF | PURPOSE OF SUPPLEMENTAL INDENTURE | RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL INDENTURE DATED AS OF |
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 |
SUPPLEMENTAL INDENTURE DATED AS OF | PURPOSE OF SUPPLEMENTAL INDENTURE | RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL INDENTURE DATED AS OF |
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 |
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 |
SUPPLEMENTAL INDENTURE DATED AS OF | PURPOSE OF SUPPLEMENTAL INDENTURE | RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL INDENTURE DATED AS OF |
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 |
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) |
SUPPLEMENTAL INDENTURE DATED AS OF | PURPOSE OF SUPPLEMENTAL INDENTURE | RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL INDENTURE DATED AS OF |
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 |
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 |
(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 MARCH 15, 2013. | Further, pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated as of March 15, 2013 providing for the terms of bonds to be issued thereunder of 2013 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 March 29, 2013 (Filing No. 2013044537-8), has been filed and recorded in the Office of the Surface Transportation Board on March 29, 2013 (Recordation No. 5485-HHHHHH), 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 | 4/4/2013 | 2013304040047956 | NA | |
Gratiot | 3/29/2013 | 938 | 473 | |
Huron | 4/1/2013 | 1441 | 625 | |
Ingham | 4/18/2013 | 2013-020713 | NA | |
Lapeer | 3/29/2013 | 2632 | 906 | |
Lenawee | 3/29/2013 | 2465 | 130 | |
Livingston | 3/29/2013 | 2013R-012310 | NA | |
Macomb | 5/21/2013 | 22119 | 806 | |
Mason | 3/29/2013 | 2013R02137 | NA | |
Midland | 4/1/2013 | 01565 | 77 | |
Monroe | 3/29/2013 | 2013R09003 | NA | |
Oakland | 4/18/2013 | 45681 | 476 | |
St. Clair | 3/29/2013 | 4376 | 1 | |
Sanilac | 4/1/2013 | 1199 | 454 | |
Tuscola | 4/1/2013 | 1275 | 850 | |
Washtenaw | 3/29/2013 | 4968 | 325 | |
Wayne | 4/1/2013 | 50690 | 1,300 |
RECORDING OF CERTIFICATES OF PROVISION FOR PAYMENT. | Certificates of Provision for Payment have been recorded in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, with respect to all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8. |
PART 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. |
(Corporate Seal) | Name: Donald J. Goshorn |
ACKNOWLEDG-MENT OF EXECUTION BY COMPANY. | On this 20th day of August, 2013, 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 Donald J. Goshorn, 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 Donald J. Goshorn acknowledged said instrument to be the free act and deed of said corporation. | |
(Notarial Seal) | /s/Jennifer Evans Jennifer Evans Notary Public, Wayne County, MI Acting in Wayne My Commission Expires: December 28, 2016 |
EXECUTION BY | THE BANK OF NEW YORK MELLON TRUST |
ACKNOWLEDG-MENT OF EXECUTION BY TRUSTEE. | On this 26th day of August, 2013, 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 Nicholas J. McArthur, to me personally known, who, being by me duly sworn, did say that his business office is located at 719 Griswold Street, Suite 930, Detroit, Michigan 48226, 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 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 Nicholas J. McArthur acknowledged said instrument to be the free act and deed of said corporation. | |
(Notarial Seal) | /s/Jennifer Evans Jennifer Evans Notary Public, Wayne County, MI Acting in Wayne My Commission Expires: December 28, 2016 |
AFFIDAVIT AS TO CONSIDERATION AND GOOD FAITH. | Donald J. Goshorn, being duly sworn, says: that he is the Vice President and 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. |
Exhibit 12-47 | ||||||||||||||||||||
DTE Electric Company | ||||||||||||||||||||
Computation of Ratio of Earnings to Fixed Charges | ||||||||||||||||||||
Nine Months Ended | Twelve Months Ended December 31 | |||||||||||||||||||
(Millions of Dollars) | September 30, 2013 | 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||
Earnings: | ||||||||||||||||||||
Pretax earnings | $ | 587 | $ | 761 | $ | 702 | $ | 707 | $ | 604 | $ | 517 | ||||||||
Fixed Charges | 212 | 286 | 310 | 328 | 348 | 324 | ||||||||||||||
Net earnings | $ | 799 | $ | 1,047 | $ | 1,012 | $ | 1,035 | $ | 952 | $ | 841 | ||||||||
Fixed charges: | ||||||||||||||||||||
Interest expense | $ | 200 | $ | 269 | $ | 287 | $ | 310 | $ | 325 | $ | 293 | ||||||||
Adjustments | 12 | 17 | 23 | 18 | 23 | 31 | ||||||||||||||
Fixed Charges | $ | 212 | $ | 286 | $ | 310 | $ | 328 | $ | 348 | $ | 324 | ||||||||
Ratio of earnings to fixed charges | 3.77 | 3.66 | 3.26 | 3.16 | 2.74 | 2.60 |
1. | I have reviewed this Quarterly Report on Form 10-Q of DTE Electric Company; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/S/ GERARD M. ANDERSON | Date: | October 25, 2013 | |
Gerard M. Anderson | |||
Chairman of the Board and Chief Executive Officer of DTE Electric Company |
1. | I have reviewed this Quarterly Report on Form 10-Q of DTE Electric Company; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/S/ DAVID E. MEADOR | Date: | October 25, 2013 | |
David E. Meador | |||
Executive Vice President and Chief Financial Officer of DTE Electric Company |
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | October 25, 2013 | /S/ GERARD M. ANDERSON | ||
Gerard M. Anderson | ||||
Chairman of the Board and Chief Executive Officer of DTE Electric Company |
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | October 25, 2013 | /S/ DAVID E. MEADOR | ||
David E. Meador | ||||
Executive Vice President and Chief Financial Officer of DTE Electric Company |
Commitments and Contingencies (Notes)
|
9 Months Ended |
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Sep. 30, 2013
|
|
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Environmental Air — DTE Electric is subject to the EPA ozone and fine particulate transport and acid rain regulations that limit power plant emissions of sulfur dioxide and nitrogen oxides. Since 2005, the EPA and the State of Michigan have issued additional emission reduction regulations relating to ozone, fine particulate, regional haze, mercury, and other air pollution. These rules have led to additional controls on fossil-fueled power plants to reduce nitrogen oxide, sulfur dioxide, mercury and other emissions. To comply with these requirements, DTE Electric has spent approximately $1.9 billion through 2012. The Company estimates DTE Electric will make capital expenditures of approximately $190 million in 2013 and up to approximately $1.8 billion of additional capital expenditures through 2021 based on current regulations. Further, additional rulemakings are expected over the next few years which could require additional controls for sulfur dioxide, nitrogen oxides and hazardous air pollutants. The Cross State Air Pollution Rule (CSAPR), finalized in July 2011, required further reductions of sulfur dioxide and nitrogen oxides emissions beginning in 2012. On December 30, 2011, the U.S. Court of Appeals for the District of Columbia (D.C.) Circuit granted the motions to stay the rule, leaving DTE Electric temporarily subject to the previously existing Clean Air Interstate Rule (CAIR). On August 21, 2012, the Court issued its decision, vacating CSAPR and leaving CAIR in place. The EPA's petition seeking a rehearing of the U.S. Court of Appeals' decision regarding the CSAPR was denied on January 24, 2013. On June 24, 2013, the U.S. Supreme Court granted EPA's petition asking the Court to review the D.C. Circuit Court's decision on CSAPR. A ruling by the Supreme Court is not expected before 2014. Notwithstanding the appeal filed with the Supreme Court, the EPA and a number of states have started working on the framework of revised CSAPR regulations which we anticipate to be proposed in the next few years. The Mercury and Air Toxics Standard (MATS) rule, formerly known as the Electric Generating Unit Maximum Achievable Control Technology (EGU MACT) Rule was finalized on December 16, 2011. The MATS rule requires reductions of mercury and other hazardous air pollutants beginning in April 2015, with a potential extension to April 2016. DTE Electric has requested and been granted compliance date extensions for some units to April 2016. DTE Electric has tested technologies to determine technological and economic feasibility as MATS compliance alternatives to Flue Gas Desulfurization (FGD) systems. Implementation of Dry Sorbent Injection (DSI) and Activated Carbon Injection (ACI) technologies will allow several units that would not have been economical for FGD installations to continue operation in compliance with MATS. In July 2009, DTE Energy received a Notice of Violation/Finding of Violation (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, but not relating to the July 2009 NOV/FOV. Among other relief, the EPA requested the court to require DTE Electric to install and operate the best available control technology at Unit 2 of the Monroe Power Plant. Further, the EPA requested the court to issue a preliminary injunction to require DTE Electric to (i) begin the process of obtaining the necessary permits for the Monroe Unit 2 modification and (ii) offset the pollution from Monroe Unit 2 through emissions reductions from DTE Electric's fleet of coal-fired power plants until the new control equipment is operating. On August 23, 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. On October 20, 2011, the EPA caused to be filed a Notice of Appeal to the U.S. Court of Appeals for the Sixth Circuit. On March 28, 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. On September 3, 2013, the EPA caused to be filed a motion seeking leave to amend their complaint regarding the June 2010 NOV/FOV adding additional claims related to outage work performed at the Trenton Channel and Belle River power plants as well as additional claims related to work performed at the Monroe Power Plant. In addition, the Sierra Club caused to be filed a motion to add a claim regarding the River Rouge Power Plant. The EPA and Sierra Club motions are currently pending with the U. S. District Court Judge. DTE Electric believes that the plants identified by the EPA, including Unit 2 of the Monroe Power Plant, have complied with all applicable federal environmental regulations. Depending upon the outcome of 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 Company cannot predict the financial impact or outcome of this matter, or the timing of its resolution. On March 13, 2013, the Sierra Club filed suit against DTE Electric alleging violations of the Clean Air Act at four of DTE Electric's coal-fired power plants. The plaintiffs allege 1,499 6-minute periods of excess opacity of air emissions from 2007-2012 at those facilities. The suit asks that the court enjoin the Company from operating the power plants except in complete compliance with applicable laws and permit requirements, pay civil penalties, conduct beneficial environmental mitigation projects, pay attorney fees and require the installation of any necessary pollution controls or to convert and/or operate the plants' boilers on natural gas to avoid additional violations and to off-set historic unlawful emissions. The resolution of this matter is not expected to have a material effect on the Company's operations or financial statements. Water — In response to an EPA regulation, DTE Electric would be 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. The initial rule published in 2004 was subsequently remanded and a proposed rule published in 2011. The proposed rule specified an eight year compliance timeline. In July 2012, the EPA announced that a notice of its final action on the rule will be issued in June 2013. On June 27, 2013, the EPA announced an agreement to extend the deadline for issuance of the final rule until November 4, 2013. On April 19, 2013, the EPA proposed revised steam electric effluent guidelines regulating wastewater streams from coal-fired power plants including multiple possible options for compliance. The rules are expected to be finalized by May 2014. DTE Electric has provided comments to the EPA. However, it is not possible at this time to quantify the impacts of these developing requirements. 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 manufactured gas plant (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 site. In addition to the MGP sites, the Company is also in the process of cleaning up other contaminated sites, including the area surrounding an ash landfill, electrical distribution substations, electric generating power plants, and underground and aboveground storage tank locations. The findings of these investigations indicated that the estimated cost to remediate these sites is expected to be incurred over the next several years. At September 30, 2013 and at December 31, 2012, the Company had $9 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 the Company’s financial position and cash flows. The Company believes that the likelihood of a materially greater liability than the accrued amount is remote based on current knowledge of the conditions at each site. DTE Electric owns and operates a permitted engineered ash storage facility at the Monroe Power Plant to dispose of fly ash from the coal fired power plant. The EPA has published proposed rules to regulate coal ash under the authority of the Resources Conservation and Recovery Act (RCRA). The proposed rule published in June 2010 contains two primary regulatory options to regulate coal ash residue. The EPA is currently considering either designating coal ash as a “Hazardous Waste” as defined by RCRA or regulating coal ash as non-hazardous waste under RCRA. Agencies and legislatures have urged the EPA to regulate coal ash as a non-hazardous waste. If the EPA designates coal ash as a hazardous waste, the agency could apply some, or all, of the disposal and reuse standards that have been applied to other existing hazardous wastes to disposal and reuse of coal ash. Some of the regulatory actions currently being contemplated could have a significant impact on our operations and financial position and the rates we charge our customers. It is not possible to quantify the impact of those expected rulemakings at this time. Other In March 2011, the EPA finalized a new set of regulations regarding the identification of non-hazardous secondary materials that are considered solid waste, industrial boiler and process heater maximum achievable control technologies (IBMACT) for major and area sources, and commercial/industrial solid waste incinerator new source performance standard and emission guidelines (CISWI). The effective dates of the major source IBMACT and CISWI regulations were stayed and a re-proposal was issued by the EPA in December 2011. Final IBMACT and CISWI were issued by the EPA in December 2012. The Company is developing compliance plans to upgrade or convert existing industrial boilers to natural gas and to perform required energy assessments in compliance with the applicable new standards. Capital costs for the boiler conversions and the expenses for the one-time energy assessments are not expected to be material. In 2010, the EPA finalized a new 1-hour sulfur dioxide ambient air quality standard that requires states to submit plans for non-attainment areas to be in compliance by 2017. Michigan's non-attainment area includes DTE Electric facilities in southwest Detroit and areas of Wayne County. Preliminary modeling runs by the MDEQ suggest that emission reductions may be required by significant sources of sulfur dioxide emissions in these areas, including DTE Electric power plants. The state implementation plan process is in the information gathering stage and any required emission reductions for DTE Electric sources to meet the standard cannot be estimated currently. Nuclear Operations Property Insurance DTE Electric maintains property insurance policies specifically for the Fermi 2 plant. These policies cover such items as replacement power and property damage. The Nuclear Electric Insurance Limited (NEIL) is the primary supplier of the insurance policies. DTE Electric maintains a policy for extra expenses, including replacement power costs necessitated by Fermi 2's unavailability due to an insured event. This policy has a 12-week waiting period and provides an aggregate $490 million of coverage over a three-year period. DTE Electric has $500 million in primary coverage and $2.25 billion of excess coverage for stabilization, decontamination, debris removal, repair and/or replacement of property and decommissioning. The combined coverage limit for total property damage is $2.75 billion, subject to a $1 million deductible. As of April 1, 2013, the total limit for property damage for non-nuclear events is $1.8 billion and an aggregate of $327 million of coverage for extra expenses over a two-year period. In 2007, the Terrorism Risk Insurance Extension Act of 2005 (TRIA) was extended through December 31, 2014. A major change in the extension is the inclusion of “domestic” acts of terrorism in the definition of covered or “certified” acts. For multiple terrorism losses caused by acts of terrorism not covered under the TRIA occurring within one year after the first loss from terrorism, the NEIL policies would make available to all insured entities up to $3.2 billion, plus any amounts recovered from reinsurance, government indemnity, or other sources to cover losses. Under the NEIL policies, DTE Electric could be liable for maximum assessments of up to approximately $34 million per event if the loss associated with any one event at any insured nuclear plant should exceed the accumulated funds available to NEIL. Public Liability Insurance As required by federal law, DTE Electric maintains $375 million of public liability insurance for a nuclear incident. For liabilities arising from a terrorist act outside the scope of TRIA, the policy is subject to one industry aggregate limit of $300 million. Further, under the Price-Anderson Amendments Act of 2005, deferred premium charges up to $127.3 million could be levied against each licensed nuclear facility, but not more than $19 million per year per facility. Thus, deferred premium charges could be levied against all owners of licensed nuclear facilities in the event of a nuclear incident at any of these facilities. Nuclear Fuel Disposal Costs In accordance with the Federal Nuclear Waste Policy Act of 1982, DTE Electric has a contract with the U.S. Department of Energy (DOE) for the future storage and disposal of spent nuclear fuel from Fermi 2. DTE Electric is obligated to pay the DOE a fee of 1 mill per kWh of Fermi 2 electricity generated and sold. The fee is a component of nuclear fuel expense. The DOE's Yucca Mountain Nuclear Waste Repository program for the acceptance and disposal of spent nuclear fuel was terminated in 2011. DTE Electric currently employs a spent nuclear fuel storage strategy utilizing a fuel pool. The Company continues to develop its on-site dry cask storage facility and anticipates initial offload from the spent fuel pool in 2014. The dry cask storage facility is expected to provide sufficient spent fuel storage capability for the life of the plant as defined by the original operating license. DTE Electric is a party in the litigation against the DOE for both past and future costs associated with the DOE's failure to accept spent nuclear fuel under the timetable set forth in the Federal Nuclear Waste Policy Act of 1982. In July 2012, DTE Electric executed a settlement agreement with the federal government for costs associated with the DOE's delay in acceptance of spent nuclear fuel from Fermi 2 for permanent storage. The settlement provided for a payment of approximately $48 million, received in August 2012, for delay-related costs experienced by DTE Electric through 2010, and a claims process for submittal of delay-related costs from 2011 through 2013. DTE Electric has begun the claims process and all claims submitted have been accepted. The settlement proceeds reduced the cost of the dry cask storage facility assets. In February 2013, the U.S. Court of Appeals for the District of Columbia granted a motion to reopen the fee adequacy litigation to review the DOE's latest fee adequacy report which was released in January 2013. DTE Electric will continue to pay fees to the U.S. government's nuclear waste fund pending further action by the D.C. Circuit. The federal government continues to maintain its legal obligation to accept spent nuclear fuel from Fermi 2 for permanent storage. Issues relating to long-term waste disposal policy and to the disposition of funds contributed by DTE Electric ratepayers to the federal waste fund await future governmental action. Guarantees In certain limited circumstances, the Company enters into contractual guarantees. The Company may guarantee another entity’s obligation in the event it fails to perform. The Company may provide guarantees in certain indemnification agreements. Finally, the Company may provide indirect guarantees for the indebtedness of others. Labor Contracts Our contract with a bargaining unit for the majority of our represented employees was due to expire in June 2013. Early negotiations resulted in a new contract that became effective in March 2013. The new contract will expire in June 2017. Purchase Commitments As of September 30, 2013, the Company was party to numerous long-term purchase commitments relating to a variety of goods and services required for the Company’s business. These agreements primarily consist of fuel supply commitments, renewable energy contracts and energy trading contracts. The Company estimates that these commitments will be approximately $2.6 billion from 2013 through 2034. The Company also estimates that 2013 capital expenditures will be approximately $1.5 billion. The Company has made certain commitments in connection with expected capital expenditures. Bankruptcies The Company purchases and sells electricity from and to governmental entities and numerous companies operating in the steel, automotive, energy, retail and other industries. Certain of its customers have filed for bankruptcy protection under the U.S. Bankruptcy Code. The Company regularly reviews contingent matters relating to these customers and its purchase and sale contracts and records provisions for amounts considered at risk of probable loss. The Company believes its accrued amounts are adequate for probable loss. The Company provides services to the city of Detroit, Michigan (Detroit). Detroit filed for Chapter 9 bankruptcy protection on July 18, 2013. The Company had pre-petition accounts receivable of approximately $20 million outstanding as of the bankruptcy filing date. Detroit has been paying amounts owed in a timely manner and its accounts are substantially current. The Company does not expect Detroit's bankruptcy filing to have a material impact on its financial results. Other Contingencies The Company is 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 Company cannot predict the final disposition of such proceedings. The Company regularly reviews legal matters and records provisions for claims that it can estimate and are considered probable of loss. The resolution of these pending proceedings is not expected to have a material effect on the Company’s operations or financial statements in the periods they are resolved. See Note 6 for a discussion of contingencies related to Regulatory Matters. |
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